UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number:
NATIONAL BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
(Not applicable)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b–2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Outstanding shares of common stock at August 14, 2024
Form 10-Q
Index
| Item 1. Financial Statements | Financial Information |
Consolidated Balance Sheets
| (Unaudited) | ||||||||
| (in thousands, except share and per share data) | June 30, 2024 | December 31, 2023 | ||||||
| Assets | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing deposits | ||||||||
| Federal Funds sold | ||||||||
| Total cash and cash equivalents | ||||||||
| Securities available for sale, at fair value | ||||||||
| Restricted stock, at cost | ||||||||
| Mortgage loans held for sale | ||||||||
| Loans: | ||||||||
| Loans, net of unearned income and deferred fees and costs | ||||||||
| Less allowance for credit losses | ( | ) | ( | ) | ||||
| Loans, net | ||||||||
| Premises and equipment, net | ||||||||
| Accrued interest receivable | ||||||||
| Goodwill | ||||||||
| Core deposit intangible, net | ||||||||
| Bank-owned life insurance | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Noninterest-bearing demand deposits | $ | $ | ||||||
| Interest-bearing demand deposits | ||||||||
| Savings deposits | ||||||||
| Time deposits | ||||||||
| Total deposits | ||||||||
| Accrued interest payable | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders' Equity | ||||||||
| Preferred stock, par value, shares authorized; issued and outstanding | $ | $ | ||||||
| Common stock of $ par value and additional paid in capital. Authorized shares; issued and outstanding (including unvested) shares at June 30, 2024 and (including unvested) shares at December 31, 2023 | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss, net | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of (Loss) Income
(Unaudited)
| Three Months Ended June 30, |
||||||||
| (in thousands, except share and per share data) |
2024 |
2023 |
||||||
| Interest Income |
||||||||
| Interest and fees on loans |
$ | $ | ||||||
| Interest on federal funds sold |
||||||||
| Interest on interest-bearing deposits |
||||||||
| Interest on securities – taxable |
||||||||
| Interest on securities – nontaxable |
||||||||
| Total interest income |
||||||||
| Interest Expense |
||||||||
| Interest on time deposits |
||||||||
| Interest on other deposits |
||||||||
| Interest on borrowings |
||||||||
| Total interest expense |
||||||||
| Net interest income |
||||||||
| Provision for credit losses |
||||||||
| Net interest income after provision for credit losses |
||||||||
| Noninterest Income |
||||||||
| Service charges on deposit accounts |
||||||||
| Other service charges and fees |
||||||||
| Credit and debit card fees, net |
||||||||
| Trust income |
||||||||
| BOLI income |
||||||||
| Gain on sale of investment |
||||||||
| Gain on sale of mortgage loans |
||||||||
| Other income |
||||||||
| Realized securities loss, net |
( |
) | ||||||
| Total noninterest income |
||||||||
| Noninterest Expense |
||||||||
| Salaries and employee benefits |
||||||||
| Occupancy, furniture and fixtures |
||||||||
| Data processing and ATM |
||||||||
| FDIC assessment |
||||||||
| Intangible asset amortization |
||||||||
| Net costs of other real estate owned |
||||||||
| Franchise taxes |
||||||||
| Professional services |
||||||||
| Merger-related expenses |
||||||||
| Contract termination |
||||||||
| Other operating expenses |
||||||||
| Total noninterest expense |
||||||||
(Continued)
| (Loss) Income before income (benefit) tax |
( |
) | ||||||
| Income tax (benefit) expense |
( |
) | ||||||
| Net (Loss) Income |
$ | ( |
) | $ | ||||
| Basic net (loss) income per common share |
$ | ( |
) | $ | ||||
| Fully diluted net (loss) income per common share |
$ | ( |
) | $ | ||||
| Weighted average number of common shares outstanding, basic |
||||||||
| Weighted average number of common shares outstanding, fully diluted |
||||||||
| Dividends declared per common share |
$ | $ |
See accompanying notes to consolidated financial statements.
Consolidated Statements of Comprehensive (Loss) Income
Three Months Ended June 30, 2024 and 2023
(Unaudited)
| June 30, | ||||||||
| (in thousands) | 2024 | 2023 | ||||||
| Net (Loss) Income | $ | ( | ) | $ | ||||
| Other Comprehensive Loss, Net of Tax | ||||||||
| Unrealized holding loss on available for sale securities net of tax of ($) and ($) for the periods ended June 30, 2024 and 2023, respectively | ( | ) | ( | ) | ||||
| Reclassification adjustment for loss included in net income, net of tax of $ in 2023 | ||||||||
| Other comprehensive loss, net of tax | ( | ) | ( | ) | ||||
| Total Comprehensive (Loss) Income | $ | ( | ) | $ | ||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Income
(Unaudited)
| Six Months Ended June 30, |
||||||||
| (in thousands, except share and per share data) |
2024 |
2023 |
||||||
| Interest Income |
||||||||
| Interest and fees on loans |
$ | $ | ||||||
| Interest on federal funds sold |
||||||||
| Interest on interest-bearing deposits |
||||||||
| Interest on securities – taxable |
||||||||
| Interest on securities – nontaxable |
||||||||
| Total interest income |
||||||||
| Interest Expense |
||||||||
| Interest on time deposits |
||||||||
| Interest on other deposits |
||||||||
| Interest on borrowings |
||||||||
| Total interest expense |
||||||||
| Net interest income |
||||||||
| Provision for credit losses |
||||||||
| Net interest income after provision for credit losses |
||||||||
| Noninterest Income |
||||||||
| Service charges on deposit accounts |
||||||||
| Other service charges and fees |
||||||||
| Credit and debit card fees, net |
||||||||
| Trust income |
||||||||
| BOLI income |
||||||||
| Gain on sale of investment |
||||||||
| Gain on sale of mortgage loans |
||||||||
| Other income |
||||||||
| Realized securities loss, net |
( |
) | ||||||
| Total noninterest income |
||||||||
| Noninterest Expense |
||||||||
| Salaries and employee benefits |
||||||||
| Occupancy, furniture and fixtures |
||||||||
| Data processing and ATM |
||||||||
| FDIC assessment |
||||||||
| Intangible asset amortization |
||||||||
| Net costs of other real estate owned |
||||||||
| Franchise taxes |
||||||||
| Professional services |
||||||||
| Merger-related expenses |
||||||||
| Contract termination |
||||||||
| Other operating expenses |
||||||||
| Total noninterest expense |
||||||||
(Continued)
| Income before income taxes |
||||||||
| Income tax expense |
||||||||
| Net Income |
$ | $ | ||||||
| Basic net income per common share |
$ | $ | ||||||
| Fully diluted net income per common share |
$ | $ | ||||||
| Weighted average number of common shares outstanding, basic |
||||||||
| Weighted average number of common shares outstanding, fully diluted |
||||||||
| Dividends declared per common share |
$ | $ |
Consolidated Statements of Comprehensive (Loss) Income
Six Months Ended June 30, 2024 and 2023
(Unaudited)
| June 30, | ||||||||
| (in thousands) | 2024 | 2023 | ||||||
| Net Income | $ | $ | ||||||
| Other Comprehensive (Loss) Income, Net of Tax | ||||||||
| Unrealized holding (loss) gain on available for sale securities net of tax of ($) and $ for the periods ended June 30, 2024 and 2023, respectively | ( | ) | ||||||
| Reclassification adjustment for loss included in net income, net of tax of $ in 2023 | ||||||||
| Other comprehensive (loss) income, net of tax | ( | ) | ||||||
| Total Comprehensive (Loss) Income | $ | ( | ) | $ | ||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
Three Months Ended June 30, 2024 and 2023
| (in thousands except share data) | Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||
| Balances at March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
| Net income | ||||||||||||||||
| Cash dividends of $ per share | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Stock based compensation | - | - | ||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
| Balances at March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||
| Acquisition of Frontier Community Bank | ||||||||||||||||
| Cash dividends of $ per share | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Stock based compensation | - | - | ||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||
See accompanying notes to consolidated financial statements.
Six Months Ended June 30, 2024 and 2023
| (in thousands except share data) | Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||
| Adoption of ASU 2016-13 | ( | ) | ( | ) | ||||||||||||
| Net income | ||||||||||||||||
| Cash dividends of $ per share | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income, net of tax of $ | ||||||||||||||||
| Stock based compensation | - | - | ||||||||||||||
| Balances at June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
| Balances at December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||
| Net income | ||||||||||||||||
| Acquisition of Frontier Community Bank | ||||||||||||||||
| Cash dividends of $ per share | ( | ) | ( | ) | ||||||||||||
| Other comprehensive loss, net of tax of ($) | ( | ) | ( | ) | ||||||||||||
| Stock based compensation | - | - | ||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2024 and 2023
(Unaudited)
| June 30, |
June 30, |
|||||||
| (in thousands) |
2024 |
2023 |
||||||
| Cash Flows from Operating Activities |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Provision for credit losses |
||||||||
| Depreciation of premises and equipment |
||||||||
| Net accretion of acquisition accounting estimates |
( |
) | ||||||
| Amortization of premiums and accretion of discounts, net |
||||||||
| Loss on sale of securities available for sale, net |
||||||||
| Loss on disposal of repossessed assets |
||||||||
| Increase in cash value of bank-owned life insurance |
( |
) | ( |
) | ||||
| Origination of mortgage loans held for sale |
( |
) | ( |
) | ||||
| Proceeds from sale of mortgage loans held for sale |
||||||||
| Gain on sale of mortgage loans held for sale |
( |
) | ( |
) | ||||
| Equity based compensation expense |
||||||||
| Net change in: |
||||||||
| Accrued interest receivable |
||||||||
| Other assets |
( |
) | ( |
) | ||||
| Accrued interest payable |
||||||||
| Other liabilities |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
| Cash Flows from Investing Activities |
||||||||
| Proceeds from calls, principal payments, sales and maturities of securities available for sale |
||||||||
| Net change in restricted stock |
||||||||
| Purchase of loan participations |
( |
) | ( |
) | ||||
| Collection of loan participations |
||||||||
| Loan originations and principal collections, net |
( |
) | ||||||
| Proceeds from sale of repossessed assets |
||||||||
| Recoveries on loans charged off |
||||||||
| Purchases of premises and equipment |
( |
) | ( |
) | ||||
| BOLI settlement |
||||||||
| Cash acquired in the acquisition, net of cash paid |
||||||||
| Net cash provided by investing activities |
||||||||
| Cash Flows from Financing Activities |
||||||||
| Net change in time deposits |
||||||||
| Net change in other deposits |
( |
) | ( |
) | ||||
| Cash dividends paid |
( |
) | ( |
) | ||||
| Net cash provided by (used in) financing activities |
( |
) | ||||||
(Continued)
| Net change in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information |
||||||||
| Interest paid on deposits and borrowings |
$ | $ | ||||||
| Income taxes paid |
||||||||
| Supplemental Disclosure of Noncash Activities |
||||||||
| Loans charged against the allowance for credit losses |
$ | $ | ||||||
| Loans transferred to repossessed assets |
||||||||
| Unrealized holding (loss) gain on securities available for sale |
( |
) | ||||||
| Lease liabilities arising from obtaining right-of-use assets during the period |
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
June 30, 2024
(Unaudited)
$ in thousands, except per share data
Note 1: General and Summary of Significant Accounting Policies
The consolidated financial statements of National Bankshares, Inc. (“NBI”) and its wholly-owned subsidiaries, The National Bank of Blacksburg (the “Bank” or “NBB”) and National Bankshares Financial Services, Inc. (“NBFS”) (collectively, the “Company”), conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. All significant intercompany accounts and transactions between the Company and its subsidiaries have been eliminated. The accompanying interim period consolidated financial statements are unaudited; however, in the opinion of the Company’s management, all adjustments consisting of normal recurring adjustments, which are necessary for a fair presentation of the consolidated financial statements, have been included.
Application of the principles of GAAP and practices within the banking industry requires management to make estimates, assumptions, and judgements that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgements are based on information available as of the date of the financial statement; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions, and judgments. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgments and as such may have a greater possibility of producing results that could be materially different than originally reported. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance of credit losses on loans and acquisition accounting.
The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results of operations for the full year or any other interim period. The interim period consolidated financial statements and financial information included in this Form 10-Q should be read in conjunction with the notes to consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The Company’s significant accounting policies followed in preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the 2023 Form 10-K. All amounts and disclosures included in this quarterly report as of December 31, 2023, were derived from the Company’s audited consolidated financial statements. Certain items in the prior period financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on prior year net income or stockholders’ equity. The Company posts all reports required to be filed under the Securities Exchange Act of 1934 on its web site at www.nationalbankshares.com.
In addition to applying significant accounting policies disclosed in Note 1 of the 2023 Form 10-K, the Company implemented accounting policies appropriate for its merger with Frontier Community Bank (“FCB”). Business combinations are accounted for under Accounting Standards Codification (“ASC”) 805, Business Combinations, using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to recognize the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. To determine the fair values, the Company relies on internal or third-party valuations, such as appraisals, valuations based on discounted cash flow analyses, or other valuation techniques.
Under the acquisition method of accounting, the Company identifies the acquirer and the closing date and applies applicable recognition principles and conditions. Acquisition-related costs are costs the Company incurs to effect a business combination. Those costs include advisory, legal, accounting, valuation, and other professional or consulting fees. Some other examples of costs to the Company include systems conversions, integration planning consultants and advertising costs. The Company accounts for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are received, with one exception. The costs to issue debt or equity securities are recognized in accordance with other applicable GAAP. These acquisition-related costs have been and will be included within the consolidated statements of income classified within the noninterest expenses caption.
The most significant assessment of fair value in the Company’s accounting for business combinations relates to the valuation of an acquired loan portfolio. At acquisition, loans are classified as either (i) purchase credit-deteriorated (“PCD”) loans or (ii) non-PCD loans and are recorded at fair value on the date of acquisition. PCD loans are those for which there is more than insignificant evidence of credit deterioration since origination. Fair values are determined primarily through a discounted cash flow approach which considers the acquired loans’ underlying characteristics, including account types, remaining terms, annual interest rates, interest types, timing of principal and interest payments, current market rates, and remaining balances. Estimates of fair value also include estimates of default, loss severity, and estimated prepayments.
At acquisition, an allowance for credit losses (“ACL”) for PCD loans is determined based upon the Company’s methodology for estimating the ACL on loans. This allowance is credited to the ACL on loans with a corresponding adjustment to the amortized cost basis of the loan on the date of the acquisition. The difference between the new amortized cost basis and the unpaid principal balance is either a noncredit discount or premium that is amortized or accreted to interest income over the remaining life of the loan. Disposals of PCD loans, which may include sale of loans to third parties, receipt of payments in full or in part from the borrower or foreclosure of the collateral, result in removal of the loan from the loan portfolio at its carrying amount.
For non-PCD loans, an ACL is established in a manner that is consistent with the Company’s originated loans. The ACL is determined using the Company’s methodology and the related ACL for non-PCD loans is recorded through a charge to the provision for credit losses in the period in which the loans are purchased or acquired. The entirety of any purchase discount or premium on non-PCD loans is amortized or accreted to interest income over the remaining life of the loan.
In accordance with ASC 805, the Company also identified intangible assets acquired. Other intangible assets lack physical substance but have contractual or other legal rights or are capable of being sold or exchanged either on their own or in combination with a related contract, asset or liability. Intangible assets are initially recorded at fair value. Determining fair value is subjective, requiring the use of estimates, assumptions and management judgment. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to impairment testing. Upon acquisition of FCB, the Company recognized a core deposit intangible asset, which represents the value of customer deposit relationships. Core deposit intangible assets are amortized over an estimated useful life of 10 years using an accelerated method which approximates the estimated attrition of the acquired deposits.
Risks and Uncertainties
The Company is closely monitoring risks that may impact its business, including high inflation, along with U.S. monetary policy maneuvers to reduce inflation. Inflation and U.S. monetary policy maneuvers to reduce it may impact the Company’s customers’ demand for banking services and ability to qualify for and/or repay loans. These risks could adversely affect the Company’s business, financial condition, results of operations, cash flows, credit risk, asset valuations and capital position.
Recent Accounting Pronouncements
ASU 2023-09
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.
Note 2: Business Combination
On June 1, 2024 (the “Acquisition Date”), the Company completed its acquisition of Frontier Community Bank (“FCB”), a Virginia chartered commercial bank, in accordance with the definitive merger agreement that was entered into on January 23, 2024, by and among the Company, the Bank and FCB. Upon completion of the merger, former FCB shareholders received a combination of common stock and cash.
The acquisition of FCB was accounted for as a business combination using the acquisition method of accounting. Assets acquired, liabilities assumed, and consideration paid were recorded at estimated fair value on the Acquisition Date. The excess of the purchase price over the fair value of the net assets was recorded as provisional goodwill and represents the benefit from the transaction that is not otherwise quantifiable, including expected management and operational synergies and intangible assets that do not qualify for separate recognition. The Company will keep the measurement of goodwill open for twelve months following the Acquisition Date in order to reflect any adjustments to the fair value of assets acquired and liabilities assumed that may arise during the Company’s final review procedures of any updated information. The Company does not expect that any portion of goodwill will be deductible.
The following table presents the calculation of the purchase price and the fair value of the identifiable assets and liabilities.
| June 1, 2024 | As Recorded by FCB | Estimated Fair Value Adjustments | Estimated Fair Values as Recorded by NBI | |||||||||
| Purchase Price Consideration: | ||||||||||||
| Stock consideration(1) | $ | |||||||||||
| Cash consideration (2) | ||||||||||||
| Total purchase price consideration | $ | |||||||||||
| Identifiable assets: | ||||||||||||
| Cash and cash equivalents | $ | $ | ( | ) | $ | |||||||
| Securities | ( | ) | ||||||||||
| Loans, gross, purchased performing | ( | ) | ||||||||||
| Loans, gross, purchased credit deteriorated | ( | ) | ||||||||||
| Loans in process | ||||||||||||
| Deferred fees and costs on loans | ( | ) | ||||||||||
| Allowance for credit losses on loans | ( | ) | ||||||||||
| Premises and equipment | ||||||||||||
| Core deposit intangible | ||||||||||||
| Other assets | ||||||||||||
| Total identifiable assets acquired | $ | $ | ( | ) | $ | |||||||
| Identifiable Liabilities | ||||||||||||
| Deposits | ( | ) | $ | |||||||||
| Borrowings | ( | ) | ||||||||||
| Other liabilities | ||||||||||||
| Total identifiable liabilities assumed | $ | $ | ( | ) | $ | |||||||
| Provisional fair value of net assets acquired | $ | |||||||||||
| Provisional goodwill | $ | |||||||||||
| (1) | The Company issued |
| (2) | Cash consideration was paid for shareholder elections, fractional shares and to settle outstanding vested stock options. The merger agreement provided for up to |
Management made significant estimates and exercised significant judgement in accounting for the acquisition of FCB. The following is a brief description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed. The Company utilized a valuation specialist to assist with the determination of fair values for certain acquired assets and assumed liabilities.
Cash and equivalents
Included in cash and equivalents are an investment in time deposits of other financial institutions, valued at the present value of the expected contractual payments discounted at market rates for instruments with similar terms.
Securities
The estimated fair value of the acquired portfolio of debt securities was based on quoted market prices. All of the acquired portfolio was sold upon completion of the acquisition.
Loans
The fair valuation process identified loans with credit risk indicators that qualified for “purchase credit deteriorated” (“PCD”) status. PCD and non-PCD loans were then evaluated for credit risk and other fair value indicators. Consistent with GAAP, FCB’s related allowance for credit losses on loans and deferred fees and costs were not recorded.
Credit risk was quantified using a probability of default (“PD”)/loss given default(“LGD”) methodology from a market participant perspective and applied to each loan’s outstanding principal balance. PD/LGD rates were tailored to PCD or non-PCD status. Other fair value indicators were quantified using a discounted cash flow methodology, with discounts applied for current market rates, credit risk and liquidity. Cash flows were generated based upon the loans’ underlying characteristics and estimated prepayment speeds.
The following table provides information on PCD and non-PCD loans as of the Acquisition Date:
| June 1, 2024 | PCD Loans | Non-PCD Loans | ||||||
| Number of loans | ||||||||
| FCB recorded value | $ | $ | ||||||
| Discount for credit risk | ( | ) | ( | ) | ||||
| Discount for non-credit factors | ( | ) | ( | ) | ||||
| Fair value | $ | $ | ||||||
Premises and equipment
The fair value of premises acquired was based on a recent third-party appraisal. Acquired equipment was based on the remaining net book value of FCB, which approximated fair value.
Core Deposit Intangible
Core deposit relationships provide a stable source of funds for lending and contribute to profitability. The core deposit intangible was valued using an income approach focused on cost savings, which recognizes the cost savings represented by the expense of maintaining the core deposit base versus the cost of an alternative funding source. The valuation incorporates assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.
Leases: right of use asset, lease liability and fair value
Right of use assets (included in other assets) and lease liabilities (included in other liabilities) for branch locations were measured at the acquisition date. The fair value of leases was determined by applying a discounted cash flow methodology discounted by current lease rates within the appropriate market.
Deposits
Deposits were valued using methods appropriate to their characteristics. The fair value of noninterest bearing demand deposits, interest bearing demand deposits, money market and savings deposit accounts were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Time deposits were valued at the present value of the expected contractual payments discounted at market rates for instruments with similar terms.
Borrowings
The estimated fair value of borrowings was determined by obtaining payoff quotes from the lender. Borrowings were paid off upon completion of the acquisition.
Deferred Tax Asset
Application of fair value measurements resulted in an increase to the deferred tax asset, included in other assets.
Note 3: Loans and Allowance for Credit Losses
Loans
Loans as of June 30, 2024 include acquired loans at their outstanding principal balance, net of the remaining purchase discount of $
| June 30, 2024 | December 31, 2023 | |||||||
| Real estate construction | $ | $ | ||||||
| Consumer real estate | ||||||||
| Commercial real estate | ||||||||
| Commercial non real estate | ||||||||
| Public sector and IDA | ||||||||
| Consumer non real estate | ||||||||
| Gross loans | $ | $ | ||||||
| Less unearned income and deferred fees and costs | ( | ) | ( | ) | ||||
| Loans, net of unearned income and deferred fees and costs | $ | $ | ||||||
| Allowance for credit losses on loans | ( | ) | ( | ) | ||||
| Total loans, net | $ | $ | ||||||
Accrued interest receivable of $
Past Due and Nonaccrual Loans
The following tables present the aging of past due loans, by loan pool, as of the dates indicated.
| June 30, 2024 | Accruing Current Loans | Accruing Loans 30 – 89 Days Past Due | Accruing Loans 90 or More Days Past Due | Nonaccrual Loans | Total Loans | Accruing and Nonaccrual 90 or More Days Past Due | ||||||||||||||||||
| Real Estate Construction | ||||||||||||||||||||||||
| Construction, 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||||||
| Equity line | ||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||
| Commercial real estate owner-occupied | ||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Public Sector and IDA | ||||||||||||||||||||||||
| States and political subdivisions | ||||||||||||||||||||||||
| Consumer Non Real Estate | ||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||
| Other consumer loans | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2023 | Accruing Current Loans | Accruing Loans 30 – 89 Days Past Due | Accruing Loans 90 or More Days Past Due | Nonaccrual Loans | Total Loans | Accruing and Nonaccrual 90 or More Days Past Due | ||||||||||||||||||
| Real Estate Construction | ||||||||||||||||||||||||
| Construction, 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||
| Consumer Real Estate | ||||||||||||||||||||||||
| Equity line | ||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||
| Commercial real estate owner-occupied | ||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Public Sector and IDA | ||||||||||||||||||||||||
| States and political subdivisions | ||||||||||||||||||||||||
| Consumer Non Real Estate | ||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||
| Other consumer loans | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following table presents nonaccrual loans, by loan class, as of the dates indicated:
| June 30, 2024 | December 31, 2023 | |||||||||||||||||||||||
| With No Allowance | With an Allowance | Total | With No Allowance | With an Allowance | Total | |||||||||||||||||||
| Commercial Real Estate | ||||||||||||||||||||||||
| Commercial real estate owner-occupied | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial Non Real Estate | ||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
During the three and six months ended June 30, 2024, no accrued interest receivable was reversed against interest income.
Allowance for Credit Losses on Loans (“ACLL”)
The following tables present the activity in the ACLL by portfolio segment for the periods indicated:
| Activity in the ACLL for the Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) credit losses | ( | ) | ||||||||||||||||||||||||||||||
| Merger adjustment(1) | ||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| (1) | Adjustment for PCD acquired loans. |
| Activity in the ACLL for the Six Months Ended June 30, 2023 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Adoption of ASU 2016-13 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) credit losses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Activity in the ACLL for the Year Ended December 31, 2023 | ||||||||||||||||||||||||||||||||
| Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | |||||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Adoption of ASU 2016-13 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Charge-offs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||
| Provision for (recovery of) for credit losses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following tables present information about the ACLL for individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.
| ACLL by Segment and Evaluation Method | ||||||||||||||||||||||||||||||||
| June 30, 2024 | Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | ||||||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| ACLL by Segment and Evaluation Method | ||||||||||||||||||||||||||||||||
| December 31, 2023 | Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Unallocated | Total | ||||||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following tables present information about individually evaluated loans and collectively evaluated loans by portfolio segment as of the dates indicated.
| Loans by Segment and Evaluation Method as of | ||||||||||||||||||||||||||||
| June 30, 2024 | Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Total | |||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Loans by Segment and Evaluation Method as of | ||||||||||||||||||||||||||||
| December 31, 2023 | Real Estate Construction | Consumer Real Estate | Commercial Real Estate | Commercial Non Real Estate | Public Sector and IDA | Consumer Non Real Estate | Total | |||||||||||||||||||||
| Individually evaluated | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Collectively evaluated | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Collateral Dependent Loans
Loans are collateral dependent when repayment is expected substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. Collateral dependent loans are individually evaluated. The Company measures the ACLL on collateral dependent loans based upon the fair value of the collateral, as permitted by ASU 2016-13. Fair value of the collateral is adjusted for liquidation costs/discounts. If the fair value of the collateral falls below the amortized cost of the loan, the shortfall is recognized in the ACLL. If the fair value of the collateral exceeds the amortized cost, no ACLL is required.
As of June 30, 2024, four of the Company’s individually evaluated loans were collateral dependent. As of December 31, 2023, three of the Company’s individually evaluated loans were collateral dependent. All collateral dependent loans were secured by real estate as of June 30, 2024 and December 31, 2023. The following table details the amortized cost of the collateral dependent loans as of the dates indicated:
| June 30, 2024 | December 31, 2023 | |||||||||||||||
| Balance | Related Allowance | Balance | Related Allowance | |||||||||||||
| Consumer Real Estate | ||||||||||||||||
| Residential closed-end first lien | $ | $ | $ | $ | ||||||||||||
| Commercial Real Estate | ||||||||||||||||
| Commercial real estate, owner occupied | ||||||||||||||||
| Commercial real estate, other | ||||||||||||||||
| Total Loans | $ | $ | $ | $ | ||||||||||||
Credit Quality
The Company categorizes loans by risk based on relevant information about the ability of borrowers to service their debt, including: collateral and financial information, historical payment experience, credit documentation and current economic trends, among other factors. At origination, each loan is assigned a risk rating. Ongoing analysis of the loan portfolio adjusts risk ratings on an individual loan basis to reflect updated information. Loans rated pass have acceptable credit quality. Loans rated special mention have potential weakness due to challenging economic or financial conditions. Loans rated classified have well-defined weaknesses that heighten the risk of default. The tables below present the loan portfolio by amortized cost basis, year of origination, loan class, credit quality, and charge-offs as of the dates indicated.
| Term Loans Amortized Cost Basis by Origination Year | Revolving Loans | |||||||||||||||||||||||||||||||||||
| June 30, 2024 | Prior | 2020 | 2021 | 2022 | 2023 | 2024 | Revolving | Converted to Term | Total | |||||||||||||||||||||||||||
| Construction, residential | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Equity lines | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | 2,775 | $ | $ | $ | ||||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate, owner occupied | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | ||||||||||||||||||||||||||||||||||
| Public sector and IDA | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | - | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total Loans | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | - | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Term Loans Amortized Cost Basis by Origination Year | Revolving Loans | |||||||||||||||||||||||||||||||||||
| December 31, 2023 | Prior | 2019 | 2020 | 2021 | 2022 | 2023 | Revolving | Converted to Term | Total | |||||||||||||||||||||||||||
| Construction, residential | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction, other | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Equity lines | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential closed-end first liens | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | 11,208 | $ | $ | $ | ||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Residential closed-end junior liens | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Investor-owned residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Multifamily residential real estate | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate, owner occupied | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial real estate, other | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Public sector and IDA | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Credit cards | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Automobile | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Other Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Total Loans | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||
| Classified | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| YTD gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company modifies loans for a variety of reasons. At the date of modification, the Company assesses whether the borrower is experiencing financial difficulty. If the borrower is experiencing financial difficulty, the loan’s risk rating is evaluated and is typically changed to special mention or classified, which results in individual evaluation of the loan for the ACLL. Two loans were modified for borrowers experiencing financial difficulty during the first three months of 2024. One of these loans was modified a second time during the three months ended June 30, 2024. There was
The following table presents information as of June 30, 2024 about loans modified for borrowers experiencing financial difficulty during the six months ended June 30, 2024.
| June 30, 2024 | Amortized Cost Basis | % of Class | Type of Modification | Financial Effect | ||||||||
| Commercial Real Estate | ||||||||||||
| Commercial real estate owner-occupied | $ | % | Interest only payments |
| ||||||||
| Commercial Non real estate | ||||||||||||
| Commercial and industrial | $ | % | Term extension |
| ||||||||
The following table presents information as of June 30, 2023 about loans modified for borrowers experiencing financial difficulty during the six months ended June 30, 2023.
| June 30, 2023 | Amortized Cost Basis | % of Class | Type of Modification | Financial Effect | ||||||||
| Commercial Real Estate | ||||||||||||
| Commercial real estate owner-occupied | $ | % | Interest only payments |
| ||||||||
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty. Both loans are in current status as of June 30, 2024.
There were
Residential Real Estate Loans In Process of Foreclosure
As of June 30, 2024, the Company had two 1-4 family residential real estate loans totaling $
ACL for Unfunded Commitments
The following tables present the balance and activity in the ACL for unfunded commitments for the six months ended June 30, 2024 and 2023:
| Allowance for Credit Losses on Unfunded Commitments | ||||
| Balance, December 31, 2023 | $ | |||
| Recovery of credit losses | ( | ) | ||
| FCB acquisition | ||||
| Balance, June 30, 2024 | $ | |||
| Allowance for Credit Losses on Unfunded Commitments | ||||
| Balance, December 31, 2022 | $ | |||
| Adoption of ASU 2016-13 | ||||
| Recovery of credit losses | ( | ) | ||
| Balance, June 30, 2023 | $ | |||
Note 4: Securities
The amortized cost and estimated fair value of securities available for sale along with gross unrealized gains and losses as of the dates indicated are summarized as follows:
| June 30, 2024 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| U.S. treasury | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
| December 31, 2023 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| U.S. treasury | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
Accrued interest receivable on securities, included in accrued interest receivable on the Consolidated Balance Sheets, totaled $
The deferred tax asset for the net unrealized loss on securities available for sale was $
The amortized cost and fair value of single maturity securities available for sale at June 30, 2024, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities included in these totals are categorized by final maturity.
| June 30, 2024 | ||||||||
| Amortized Cost | Fair Value | |||||||
| Available for Sale: | ||||||||
| Due in one year or less | $ | $ | ||||||
| Due after one year through five years | ||||||||
| Due after five years through ten years | ||||||||
| Due after ten years | ||||||||
| Total securities available for sale | $ | $ | ||||||
Information pertaining to securities with gross unrealized losses aggregated by investment category and length of time that the individual securities have been in a continuous loss position, as of the dates indicated, follows.
| June 30, 2024 | Less Than 12 Months | 12 Months or More | ||||||||||||||
| Fair | Gross Unrealized | Fair | Gross Unrealized | |||||||||||||
| U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| State and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| U.S. treasury | ||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||
| December 31, 2023 | Less Than 12 Months | 12 Months or More | ||||||||||||||
| Fair | Gross Unrealized | Fair | Gross Unrealized | |||||||||||||
| U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| State and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| U.S. treasury | ||||||||||||||||
| Total temporarily impaired securities | $ | $ | $ | $ | ||||||||||||
The Company evaluates securities available for sale that are in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to the extent to which the fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.
At June 30, 2024, the Company had
Restricted Stock.
The Company holds restricted stock that is reported separately from available for sale securities. As a member of the Federal Reserve and the Federal Home Loan Bank of Atlanta (“FHLB”), NBB is required to maintain certain minimum investments in the common stock of those entities. Required levels of investment are based upon NBB’s capital and a percentage of qualifying assets. The Company purchases stock from or sells stock back to the correspondents based on their calculations. The stock is held by member institutions only and is not actively traded.
Redemption of FHLB stock is subject to certain limitations and conditions. At its discretion, the FHLB may declare dividends on the stock. In addition to dividends, NBB also benefits from its membership with FHLB through eligibility to borrow from the FHLB, using as collateral NBB’s capital stock investment in the FHLB and qualifying NBB real estate mortgage loans totaling $
Realized Securities Gains and Losses
The Company initiated sale of FCB’s securities portfolio upon completion of the acquisition, and no gain or loss was recorded. During the first six months of 2023, the Company realized net securities losses of $
Note 5: Defined Benefit Plan
The following table presents components of Net Periodic Benefit Cost for the periods indicated:
| Pension Benefits | ||||||||
| Three Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||
| Amortization of prior service cost | ||||||||
| Recognized net actuarial loss | ||||||||
| Net periodic benefit income | $ | ( | ) | $ | ( | ) | ||
| Pension Benefits | ||||||||
| Six Months Ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Service cost | $ | $ | ||||||
| Interest cost | ||||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||
| Amortization of prior service cost | ||||||||
| Recognized net actuarial loss | ||||||||
| Net periodic benefit income | $ | ( | ) | $ | ( | ) | ||
The service cost component of net periodic benefit cost is included in salaries and employee benefits expense in the Consolidated Statements of Income. All other components are included in other operating expense in the Consolidated Statements of Income. In April of 2024, the Company made a contribution of $
Note 6: Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP requires that valuation techniques maximize the use of the observable inputs and minimize the use of the unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:
| Level 1 – | Valuation is based on quoted prices in active markets for identical assets and liabilities. | |
| Level 2 – | Valuation is based on observable inputs including: ● quoted prices in active markets for similar assets and liabilities, ● quoted prices for identical or similar assets and liabilities in less active markets, ● inputs other than quoted prices that are observable, and ● model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market. | |
| Level 3 – | Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. |
Fair value is best determined by quoted market prices. However, in cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, fair value estimates may not be realized in an immediate settlement of the instrument. Accounting guidance for fair value excludes certain financial instruments and all nonfinancial instruments from disclosure requirements. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the consolidated financial statements.
Financial Instruments Measured at Fair Value on a Recurring Basis
Securities Available for Sale
Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2). The carrying value of restricted Federal Reserve Bank of Richmond and FHLB stock approximates fair value based upon the redemption provisions of each entity and is therefore excluded from the following tables. The following tables present the balances of financial assets measured at fair value on a recurring basis as of the dates indicated.
| Fair Value Measurement Using | ||||||||||||||||
| June 30, 2024 | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| U.S. treasury | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
| Fair Value Measurement Using | ||||||||||||||||
| December 31, 2023 | Balance | Level 1 | Level 2 | Level 3 | ||||||||||||
| U.S. government agencies and corporations | $ | $ | $ | $ | ||||||||||||
| States and political subdivisions | ||||||||||||||||
| Mortgage-backed securities | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| U.S. treasury | ||||||||||||||||
| Total securities available for sale | $ | $ | $ | $ | ||||||||||||
The Company’s securities portfolio is valued using Level 2 inputs. The Company relies on an independent third party vendor to provide market valuations. The inputs used to determine value include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. The third party vendor also monitors market indicators, industry activity and economic events as part of the valuation process. Central to the final valuation is the assumption that the indicators used are representative of the fair value of securities held within the Company’s portfolio. Level 2 inputs are subject to a certain degree of uncertainty and changes in these assumptions or methodologies in the future, if any, may impact securities fair value, deferred tax assets or liabilities, or expense.
Interest Rate Loan Contracts and Forward Sale Commitment
The Company originates consumer real estate loans which it intends to sell to a correspondent lender. Interest rate loan contracts and forward sale commitments result from originating loans held for sale and are derivatives reported at fair value. The Company enters interest rate lock commitments with customers who apply for a loan which the Company intends to sell to a correspondent lender. The interest rate loan contract ends when the loan closes or the customer withdraws their application. Fair value of the interest rate loan contract is based upon the correspondent lender’s pricing quotes at the report date. Fair value is adjusted for the estimated probability of the loan closing with the borrower.
At the time the Company enters into an interest rate loan contract with a customer, it also enters into a best efforts forward sales commitment with the correspondent lender. If the loan is closed and funded, the best efforts commitment converts to a mandatory forward sales commitment. Fair value is based on the gain or loss that would occur if the Company were to pair-off the transaction with the investor at the measurement date. This is a Level 3 input. The Company measures and reports best efforts commitments at fair value.
Interest rate loan contracts and forward sale commitments are valued based on quotes from the correspondent lender at the reporting date. Pricing changes daily and if a loan has not been sold to the correspondent by the next reporting date, the fair value may be different from that reported currently. Changes in fair value measurement impacts net income.
As of June 30, 2024, one interest rate lock commitment gave rise to an asset for the interest rate loan contract and a liability for the forward sales commitment. Funded loans gave rise to a liability for the forward sales commitment. The Company had one rate lock commitment as of December 31, 2023, resulting in an asset for the interest rate loan contract and a liability for the forward sales commitment, and one funded loan resulting in a forward sales commitment. The following tables present information on the interest rate loan contracts and forward sale commitments as of the date indicated:
| Fair Value Measurement Using | ||||||||||||||||
| June 30, 2024 | Balance | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Interest rate loan contract | $ | $ | - | $ | - | $ | ||||||||||
| Forward sale commitment | $ | ( | ) | $ | - | $ | - | $ | ( | ) | ||||||
| June 30, 2024 | Valuation Technique | Unobservable Input | Range (Weighted Average) | |||||
| Interest rate loan contract | Market approach | Pull-through rate | (1) | |||||
| Forward sale commitment | Market approach | Pull-through rate | (1) | |||||
| Interest rate loan contract | Market approach | Current reference price | (3) | |||||
| Forward sale commitment | Market approach | Current reference price | - | (101.12%)(2) | ||||
| Fair Value Measurement Using | ||||||||||||||||
| December 31, 2023 | Balance | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Interest rate loan contract | $ | $ | - | $ | - | $ | ||||||||||
| Forward sale commitment | $ | ( | ) | $ | - | $ | - | $ | ( | ) | ||||||
| December 31, 2023 | Valuation Technique | Unobservable Input | Range (Weighted Average) | |||||
| Interest rate loan contract | Market approach | Pull-through rate | (1) | |||||
| Forward sale commitment | Market approach | Pull-through rate | (1) | |||||
| Interest rate loan contract | Market approach | Current reference price | (3) | |||||
| Forward sale commitment | Market approach | Current reference price | - | (101.98%)(2) | ||||
| (1) | All contracts are valued using the same pull-through rate |
| (2) | Current reference prices were weighted by the relative amount of the loan |
| (3) | Comprised of only one loan. |
Financial Instruments Measured at Fair Value on a Non-Recurring Basis
Certain financial instruments are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the consolidated financial statements.
Loans Held for Sale
Loans held for sale are carried at the lower of cost or fair value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. A liability of $
Collateral Dependent Loans
Collateral dependent loans are measured on a non-recurring basis for the ACLL. If the fair value of the collateral is lower than the loan’s amortized cost basis, the shortfall is recognized in the ACLL. When repayment is expected from the operation of the collateral, fair value is estimated as the present value of expected cash flows from the operation of the collateral. When repayment is expected from the sale of the collateral, fair value is estimated using measurement techniques discussed below and discounted by the estimated cost to sell. The ACLL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset.
For loans secured by real estate, fair value of collateral is determined by the “as-is” value of appraisals or third party evaluations that are less than 24 months of age. Appraisals are prepared by independent, licensed appraisers. Appraisals are based upon observable market data analyzed through an income or sales valuation approach. Valuation falls within Level 2 categorization. The Company may further discount appraisals for marketing strategies, which results in Level 3 categorization.
The value of business equipment is based upon an outside appraisal (Level 2) if deemed significant, or the net book value on the applicable business’ financial statements (Level 3) if not considered significant. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3).
As of June 30, 2024, one consumer real estate loan totaling $
Fair Value Summary
The following presents the recorded amount, fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of the dates indicated. Fair values are estimated using the exit price notion.
| Estimated Fair Value | ||||||||||||||||
| June 30, 2024 | Carrying Amount | Level 1 | Level 2 | Level 3 | ||||||||||||
| Financial assets: | ||||||||||||||||
| Cash and due from banks | $ | $ | $ | $ | ||||||||||||
| Federal funds sold | ||||||||||||||||
| Interest-bearing deposits | ||||||||||||||||
| Securities available for sale | ||||||||||||||||
| Restricted stock, at cost | ||||||||||||||||
| Mortgage loans held for sale | ||||||||||||||||
| Loans, net | ||||||||||||||||
| Accrued interest receivable | ||||||||||||||||
| Bank-owned life insurance | ||||||||||||||||
| Interest rate loan contract | ||||||||||||||||
| Financial liabilities: | ||||||||||||||||
| Deposits | $ | $ | $ | $ | ||||||||||||
| Accrued interest payable | ||||||||||||||||
| Forward sale commitment | ||||||||||||||||
| Estimated Fair Value | ||||||||||||||||
| December 31, 2023 | Carrying Amount | Level 1 | Level 2 | Level 3 | ||||||||||||
| Financial assets: | ||||||||||||||||
| Cash and due from banks | $ | $ | $ | $ | ||||||||||||
| Interest-bearing deposits | ||||||||||||||||
| Securities available for sale | ||||||||||||||||
| Restricted stock, at cost | ||||||||||||||||
| Mortgage loans held for sale | ||||||||||||||||
| Loans, net | ||||||||||||||||
| Accrued interest receivable | ||||||||||||||||
| Bank-owned life insurance | ||||||||||||||||
| Interest rate loan contract | ||||||||||||||||
| Financial liabilities: | ||||||||||||||||
| Deposits | $ | $ | $ | $ | ||||||||||||
| Accrued interest payable | ||||||||||||||||
| Forward sale commitment | ||||||||||||||||
Note 7: Components of Accumulated Other Comprehensive Loss
The following tables provide information about components of accumulated other comprehensive loss as of the dates indicated:
| Net Unrealized Loss on Securities | Adjustments Related to Pension Benefits | Accumulated Other Comprehensive Loss | ||||||||||
| Balance at March 31, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | - | ( | ) | |||||||
| Reclassification adjustment, net of tax of $ | ||||||||||||
| Balance at June 30, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Balance at March 31, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | ( | ) | ||||||||
| Balance at June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net Unrealized Loss on Securities | Adjustments Related to Pension Benefits | Accumulated Other Comprehensive Loss | ||||||||||
| Balance at December 31, 2022 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding gain on available for sale securities, net of tax of $ | ||||||||||||
| Reclassification adjustment, net of tax of $ | ||||||||||||
| Balance at June 30, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Balance at December 31, 2023 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Unrealized holding loss on available for sale securities, net of tax of ($) | ( | ) | - | ( | ) | |||||||
| Balance at June 30, 2024 | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
Note 8: Revenue Recognition
Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams such as service charges on deposit accounts, other service charges and fees, credit and debit card fees, trust income, and annuity and insurance commissions are recognized in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” ("Topic 606"). Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as financial guarantees, derivatives, and certain credit card fees are outside the scope of the guidance. Noninterest revenue streams within the scope of Topic 606 are discussed below.
Service Charges on Deposit Accounts
Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, ATM fees, wire transfer fees, and other deposit account related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Wire transfer fees, overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.
Other Service Charges and Fees
Other service charges include safe deposit box rental fees, check ordering charges, and other service charges. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. Check ordering charges are transactional based, and therefore the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.
Credit and Debit Card Fees
Credit and debit card fees are primarily comprised of interchange fee income and merchant services income. Interchange fees are earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa and MasterCard. Merchant services income mainly represents commission fees based upon merchant processing volume. The Company’s performance obligation for interchange fee income and merchant services income are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. In compliance with Topic 606, credit and debit card fee income is presented net of associated expense.
Trust Income
Trust income is primarily comprised of fees earned from the management and administration of trusts and estates and other customer assets. The Company’s performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Estate management fees are based upon the size of the estate. A partial fee is recognized half-way through the estate administration and the remainder of the fee is recognized when remaining assets are distributed and the estate is closed.
Insurance and Investment
Insurance income primarily consists of commissions received on insurance product sales. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation is generally satisfied upon the issuance of the insurance policy. Shortly after the insurance policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue.
Investment income consists of recurring revenue streams such as commissions from sales of mutual funds, annuities and other investments. Commissions from the sale of mutual funds, annuities and other investments are recognized on trade date, which is when the Company has satisfied its performance obligation. The Company also receives periodic service fees (i.e., trailers) from mutual fund companies typically based on a percentage of net asset value. Trailer revenue is recorded over time, usually monthly or quarterly, as net asset value is determined.
OREO Gains and Losses
The Company records a gain or loss from the sale of other real estate owned ("OREO") when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.
The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the periods indicated.
| Three Months Ended June 30, |
||||||||
| Noninterest Income |
2024 |
2023 |
||||||
| In-scope of Topic 606: |
||||||||
| Service charges on deposit accounts |
$ | $ | ||||||
| Other service charges and fees |
||||||||
| Credit and debit card fees, net |
||||||||
| Trust income |
||||||||
| Insurance and Investment (included within Other Income in the Consolidated Statements of Income) |
||||||||
| Noninterest Income (in-scope of Topic 606) |
$ | $ | ||||||
| Noninterest Income (out-of-scope of Topic 606) |
||||||||
| Total noninterest income |
$ | $ | ||||||
| Six Months Ended June 30, |
||||||||
| Noninterest Income |
2024 |
2023 |
||||||
| In-scope of Topic 606: |
||||||||
| Service charges on deposit accounts |
$ | $ | ||||||
| Other service charges and fees |
||||||||
| Credit and debit card fees, net |
||||||||
| Trust income |
||||||||
| Insurance and Investment (included within Other Income in the Consolidated Statements of Income) |
||||||||
| Noninterest Income (in-scope of Topic 606) |
$ | $ | ||||||
| Noninterest Income (out-of-scope of Topic 606) |
||||||||
| Total noninterest income |
$ | $ | ||||||
Note 9: Leases
The Company’s leases are recorded under ASC Topic 842, “Leases”. The Company categorizes leases as short-term, operating or finance leases. Leases with terms of 12 months or less are designated as short-term and are not capitalized. Operating and finance leases are capitalized as right-of-use assets and lease liabilities. Right-of-use assets, included in other assets, represent the Company’s right to use the underlying asset for the lease term and are calculated as the sum of the lease liability and if applicable, prepaid rent, initial direct costs and any incentives received from the lessor. Lease liabilities, included in other liabilities, represent the Company’s obligation to make lease payments and are presented at each reporting date as the net present value of the remaining contractual cash flows. Cash flows are discounted at the Company’s incremental borrowing rate in effect at the commencement date of the lease. The Company does not separate non-lease components from lease components within a single contract. Counterparties for the Company’s lease contracts are external to the Company and not related parties.
On June 1, 2024, the Company’s acquisition of FCB added two long-term branch leases. At the Acquisition Date, the leases were remeasured using the Company’s incremental borrowing rate and remaining lease terms, resulting in an increase of $
Lease payments
Short-term lease payments are recognized as lease expense on a straight-line basis over the lease term, or for variable lease payments, in the period in which the obligation was incurred. Operating and finance lease payments may be fixed for the term of the lease or variable. If the escalation factor for a variable lease payment is known, such as a specified percentage increase per year or a stated increase at a specified time, the variable payment is included in the cash flows used to determine the lease liability. If the variable payment is based upon an unknown escalator, such as the consumer price index at a future date, the increase is not included in the cash flows used to determine the lease liability.
Options to Extend, Residual Value Guarantees, Restrictions and Covenants
Certain of the Company’s operating leases offer the option to extend the lease term and the Company has included such extensions in its calculation of the lease liabilities to the extent the options are reasonably certain of being exercised. The lease agreements do not provide for residual value guarantees and have no restrictions or covenants that would impact dividends or require incurring additional financial obligations.
The following tables present information about leases as of the dates and for the periods indicated:
| June 30, 2024 | December 31, 2023 | |||||||
| Lease liability | $ | $ | ||||||
| Right-of-use asset | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
| For the Three Months Ended June 30, | ||||||||
| Lease Expense | 2024 | 2023 | ||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
| Cash paid for amounts included in lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period | $ | $ | ||||||
| For the Six Months Ended June 30, | ||||||||
| Lease Expense | 2024 | 2023 | ||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
| Cash paid for amounts included in lease liabilities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease liabilities commencing during the period | $ | $ | ||||||
The following table presents a maturity schedule of undiscounted cash flows that contribute to the lease liability:
| Undiscounted Cash Flow for the Period | As of June 30, 2024 | |||
| Twelve months ending June 30, 2025 | $ | |||
| Twelve months ending June 30, 2026 | ||||
| Twelve months ending June 30, 2027 | ||||
| Twelve months ending June 30, 2028 | ||||
| Twelve months ending June 30, 2029 | ||||
| Thereafter | ||||
| Total undiscounted cash flows | $ | |||
| Less: discount | ( | ) | ||
| Lease liability | $ | |||
Note 10: Stock Based Compensation
The Company’s 2023 Stock Incentive Plan (“the Plan”) was approved by shareholders at the annual shareholders meeting on May 9, 2023. The Plan provides for the grant of various forms of stock-based compensation awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares available for issuance under the Plan is
Restricted Stock Awards
Under the Plan, non-employee directors receive restricted stock awards (“RSAs”) each June and December. The RSAs are valued at the closing stock price on the grant date and expensed over the -year vesting period. Stock based compensation expense charged against income was $
| Shares | Weighted-Average Grant-Date Fair Value | |||||||
| Nonvested at January 1, 2024 | $ | |||||||
| Granted | ||||||||
| Vested and released | ( | ) | ||||||
| Nonvested at June 30, 2024 | $ | |||||||
Note 11: Net (Loss) Income Per Share
The factors used in the computation of net (loss) income per share computation for the periods indicated are presented below:
| For the Three Months Ended June 30, |
||||||||||||||||||||||||
| 2024 |
2023 |
|||||||||||||||||||||||
| Net Loss (Numerator) |
Common Shares1 (Denominator) |
Per Share |
Net Income (Numerator) |
Common Shares1 (Denominator) |
Per Share |
|||||||||||||||||||
| Basic net (loss) income per common share |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||
| Dilutive shares for restricted stock awards: |
||||||||||||||||||||||||
| Diluted net (loss) income per common share |
$ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||
| (1) |
Weighted average outstanding |
| For the Six Months Ended June 30, |
||||||||||||||||||||||||
| 2024 |
2023 |
|||||||||||||||||||||||
| Net Income (Numerator) |
Common Shares1 (Denominator) |
Per Share |
Net Income (Numerator) |
Common Shares1 (Denominator) |
Per Share |
|||||||||||||||||||
| Basic net income per common share |
$ | $ | $ | $ | ||||||||||||||||||||
| Dilutive shares for restricted stock awards: |
||||||||||||||||||||||||
| Diluted net income per common share |
$ | $ | $ | $ | ||||||||||||||||||||
RSA grants are disregarded in the computation of diluted net income per share if they are determined to be anti-dilutive. There were no anti-dilutive RSAs for the three and six months ended June 30, 2024 and June 30, 2023.
Note 12 – Goodwill and Other Intangibles
The aggregate amortization expense was $
| Gross Carrying Amount | Additions | Measurement Period Adjustment | Accumulated Amortization | Net Carrying Amount | |||||||||||||
| Goodwill | $ | $ | $ | $ | - | $ | |||||||||||
| Core deposit intangible | $ | $ | $ | - | $ | ( | ) | $ | |||||||||
At June 30, 2024, estimated future remaining amortization core deposit intangible within the years ending December 31, is as follows:
| Amortization Expense | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total amortizing core deposit intangible | $ | |||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
$ in thousands, except per share data
The purpose of this discussion and analysis is to provide information about the financial condition and results of operations of the Company. Please refer to the financial statements and other information included in this report as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K") for an understanding of the following discussion and analysis. References in the following discussion and analysis to “we” or “us” refer to the Company unless the context indicates that the reference is to the Bank.
Cautionary Statement Regarding Forward-Looking Statements
We make forward-looking statements in this Form 10-Q that are subject to significant risks and uncertainties. These forward-looking statements include statements regarding our profitability, liquidity, allowance for credit losses, interest rate sensitivity, market risk, growth strategy, and financial and other goals, and are based upon management’s views and assumptions as of the date of this report. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements.
These forward-looking statements are based upon or are affected by factors that could cause our actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, effects of or changes in:
| ● |
interest rates, |
| ● |
the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or banking industry’s reputation becomes damaged, |
| ● |
the adequacy of the level of the Company’s allowance for credit losses, the amount of credit loss provisions required in future periods, and the failure of assumptions underlying the allowance for credit losses, |
| ● |
general and local economic conditions, |
| ● |
monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury, the Office of the Comptroller of the Currency (“OCC”), the Federal Reserve, the Consumer Financial Protection Bureau and the Federal Deposit Insurance Corporation (“FDIC”), and the impact of any policies or programs implemented pursuant to financial reform legislation, |
| ● |
unanticipated increases in the level of unemployment in the Company’s market, |
| ● |
the quality or composition of the loan and/or investment portfolios, |
| ● |
demand for loan products, |
| ● |
deposit flows, |
| ● |
competition, |
| ● |
demand for financial services in the Company’s market, |
| ● |
the real estate market in the Company’s market, |
| ● |
laws, regulations and policies impacting financial institutions, |
| ● |
technological risks and developments, and cyber-threats, attacks or events, |
| ● |
the Company’s technology initiatives, |
| ● |
geopolitical conditions, including acts or threats of terrorism and/or military conflicts, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, |
| ● |
the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues, and other catastrophic events, |
| ● |
the Company's ability to identify, attract, and retain experienced management, relationship managers, and support personnel, particularly in a competitive labor environment, |
| ● |
performance by the Company’s counterparties or vendors, |
| ● |
applicable accounting principles, policies and guidelines, and |
| ● |
risks associated with mergers, acquisitions, and other expansion activities. |
On June 1, 2024, the Company and the Bank acquired Frontier Community Bank (“FCB”). In addition to the factors described above, the Company’s operations, performance, business strategy and results may be affected by the following factors:
| ● |
the businesses of the Company and Frontier may not be integrated successfully after the merger or such integration may be more difficult, time-consuming or more costly than expected; |
| ● |
the cost savings and synergies contemplated by the merger may not be fully realized or realized within the expected timeframe; |
| ● |
revenues following the merger may be lower than expected; |
| ● |
customer and employee relationships and business operations may be disrupted by the merger. |
These risks and uncertainties should be considered in evaluating the forward-looking statements contained in this report. We caution readers not to place undue reliance on those statements, which speak only as of the date of this report. This discussion and analysis should be read in conjunction with the description of our “Risk Factors” in Item 1A of the 2023 Form 10-K.
Overview
NBI is a financial holding company that was organized in 1986 under the laws of Virginia and is registered under the Bank Holding Company Act of 1956. NBI common stock is listed on the Nasdaq Capital Market and is traded under the symbol “NKSH.”
NBI has two wholly-owned subsidiaries; the National Bank of Blacksburg and National Bankshares Financial Services, Inc. NBB is a community bank and does business as National Bank from 27 office locations and two loan production offices. NBB is the source of nearly all of the Company’s revenue. NBFS does business as National Bankshares Investment Services and National Bankshares Insurance Services. Income from NBFS is not significant at this time, nor is it expected to be so in the near future.
The Company expects construction of a new branch in Roanoke, Virginia to be completed during the latter half of 2024. The full service branch will expand our already successful loan production office and enhance our service in the Roanoke Valley.
Critical Accounting Policies
The Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.
Critical accounting policies are most important to the portrayal of the Company’s financial condition or results of operations and require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. If conditions occur that differ from our assumptions, depending upon the severity of such differences, the Company’s financial condition or results of operations may be materially impacted. The Company has designated the following policies as critical: those governing the allowance for credit losses, goodwill, the pension plan, core deposit intangibles and loans acquired in a business combination. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. For information on the allowance for credit losses, goodwill and the pension plan, please refer to the Company’s 2023 Form 10-K, Note 1: Summary of Significant Accounting Policies. For information on policies governing core deposit intangibles and loans acquired in a business combination, please refer to Note 1: General and Summary of Significant Accounting Policies of this Form 10-Q report.
Acquisition of Frontier Community Bank
On June 1, 2024, the Company and the Bank acquired FCB, a Virginia chartered commercial bank headquartered in Waynesboro, Virginia. FCB’s results of operations are included in the Company’s consolidated results since the Acquisition Date, and accordingly the Company’s second quarter and first half of 2024 results reflect increased levels of average balances, net interest income, and expense compared to the prior quarter and first half of 2024 results.
The acquisition was made pursuant to an Agreement and Plan of Merger, dated January 23, 2024, by and among the Company, the Bank and FCB under which FCB merged with and into the Bank (the “FCB Merger Agreement”). Pursuant to the terms of the FCB Merger Agreement, at the effective time of the acquisition, each share of FCB common stock was converted into either $14.48 in cash or 0.4250 shares of the Company’s common stock, with FCB shareholders having the ability to elect the merger consideration to be received, subject to the allocation and proration procedures set forth in the FCB Merger Agreement. The Company issued 464,855 shares of common stock and paid $2,050 to former FCB shareholders in the acquisition. As a result of the transaction, the Bank expanded its operations into the Waynesboro, Staunton and Lynchburg, Virginia markets. Please refer to Note 2: Business Combination in Part I, Item 1 of this report for additional information of the acquisition of FCB.
Non-GAAP Financial Measures
This report refers to certain financial measures that are computed under a basis other than GAAP (“non-GAAP”). The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The methodology for determining these non-GAAP measures may differ among companies. Non-GAAP measures are supplemental and not a substitute for, or more important than, financial measures prepared in accordance with GAAP. Details on non-GAAP measures follow.
Net Interest Margin
The Company uses the net interest margin to measure profit on interest generating activities, as a percentage of total interest-earning assets. The Company’s net interest margin is calculated on a fully taxable equivalent (“FTE”) basis. The portion of interest income that is nontaxable is grossed up to the tax equivalent by adding the tax benefit based on a tax rate of 21%. Annualized FTE net interest income is divided by total average earning assets to calculate the net interest margin. The following tables present the reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, for the periods indicated.
| Three Months Ended June 30, |
||||||||
| Net Interest Income, FTE |
2024 |
2023 |
||||||
| Interest income (GAAP) |
$ | 17,117 | $ | 14,597 | ||||
| Add: FTE adjustment |
243 | 209 | ||||||
| Interest income, FTE (non-GAAP) |
17,360 | 14,806 | ||||||
| Interest expense (GAAP) |
8,417 | 5,380 | ||||||
| Net interest income, FTE (non-GAAP) |
$ | 8,943 | $ | 9,426 | ||||
| Average balance of interest-earning assets |
$ | 1,688,945 | $ | 1,614,318 | ||||
| Net interest margin |
2.13 | % | 2.34 | % | ||||
| Six Months Ended June 30, |
||||||||
| Net Interest Income, FTE |
2024 |
2023 |
||||||
| Interest income (GAAP) |
$ | 33,138 | $ | 28,641 | ||||
| Add: FTE adjustment |
488 | 418 | ||||||
| Interest income, FTE (non-GAAP) |
33,626 | 29,059 | ||||||
| Interest expense (GAAP) |
16,193 | 8,478 | ||||||
| Net interest income, FTE (non-GAAP) |
$ | 17,433 | $ | 20,581 | ||||
| Average balance of interest-earning assets |
$ | 1,663,824 | $ | 1,617,484 | ||||
| Net interest margin |
2.11 | % | 2.57 | % | ||||
Efficiency Ratio
The efficiency ratio is computed by dividing noninterest expense by the sum of FTE net interest income and noninterest income, excluding certain items the Company’s management deems unusual or non-recurring. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. The components of the efficiency ratio calculation for the periods indicated are summarized in the following table.
| Three Months Ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Noninterest expense (GAAP) |
$ | 10,127 | $ | 7,566 | ||||
| Less: merger-related expense |
(2,257 | ) | - | |||||
| Less: contract termination expense (1) |
(173 | ) | ||||||
| Less: proxy-related expense (2) |
- | (344 | ) | |||||
| Adjusted noninterest expense (non-GAAP) |
$ | 7,697 | $ | 7,222 | ||||
| Noninterest income (GAAP) |
$ | 2,246 | $ | 2,791 | ||||
| Less: realized securities loss, net |
- | 3,344 | ||||||
| Less: gain on sale of investment (3) |
- | (2,971 | ) | |||||
| Less: gain on BOLI settlement |
- | (1,037 | ) | |||||
| Adjusted noninterest income (non-GAAP) |
2,246 | 2,127 | ||||||
| Net interest income, FTE (non-GAAP) |
8,943 | 9,426 | ||||||
| Total income for efficiency ratio (non-GAAP) |
$ | 11,189 | $ | 11,553 | ||||
| Efficiency ratio |
68.79 | % | 62.51 | % | ||||
| Six Months Ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Noninterest expense (GAAP) |
$ | 17,889 | $ | 15,230 | ||||
| Less: merger-related expense |
(2,741 | ) | - | |||||
| Less: contract termination expense (1) |
(173 | ) | ||||||
| Less: proxy-related expense (2) |
- | (784 | ) | |||||
| Adjusted noninterest expense (non-GAAP) |
$ | 14,975 | $ | 14,446 | ||||
| Noninterest income (GAAP) |
$ | 4,445 | $ | 4,990 | ||||
| Less: realized securities loss, net |
- | 3,332 | ||||||
| Less: gain on sale of investment (3) |
- | (2,971 | ) | |||||
| Less: gain on BOLI settlement |
- | (1,037 | ) | |||||
| Adjusted noninterest income (non-GAAP) |
4,445 | 4,314 | ||||||
| Net interest income, FTE (non-GAAP) |
17,433 | 20,581 | ||||||
| Total income for efficiency ratio (non-GAAP) |
$ | 21,878 | $ | 24,895 | ||||
| Efficiency ratio |
68.45 | % | 58.03 | % | ||||
| (1) |
Contract termination expense was recorded to reflect the Company’s notification to a vendor that it intends to end its relationship in 2025. |
| (2) |
Included in professional services in the Consolidated Statements of Income. |
| (3) |
Sale of VISA Class B shares. |
Adjusted Return on Average Assets and Adjusted Return on Average Equity
The adjusted return on average assets and adjusted return on average equity are measures of profitability, calculated by annualizing net income and dividing by average year-to-date assets or equity, respectively. Larger nonrecurring income or expenses are not annualized, in order to reduce distortion within the ratios. The tables below present the reconciliation of adjusted annualized net income, which is not a measurement under GAAP, for the periods indicated.
| Three Months Ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Net (loss) income per GAAP |
$ | (306 | ) | $ | 3,901 | |||
| Less: items not annualized: |
||||||||
| Realized securities loss, net of tax of $702 for the period ended June 30, 2023 |
- | 2,642 | ||||||
| Proxy-related expense, net of tax of $72 for the period ended June 30, 2023 |
- | 272 | ||||||
| Gain on sale of investment, net of tax of ($624) for the period ended June 30, 2023 |
- | (2,347 | ) | |||||
| Gain on BOLI settlement |
- | (1,037 | ) | |||||
| ACL provision, net of tax of $271 for the period ended June 30, 2024 (1) |
1,019 | - | ||||||
| Merger-related expense, net of tax of $411 for the period ended June 30, 2024 |
1,846 | - | ||||||
| Contract termination expense, net of tax of $36 for the period ended June 30, 2024 |
137 | - | ||||||
| Total non-annualized items |
3,002 | (470 | ) | |||||
| Adjusted net income |
$ | 2,696 | $ | 3,431 | ||||
| Adjusted net income, annualized |
$ | 10,843 | $ | 13,762 | ||||
| Add: total non-annualized items |
(3,002 | ) | 470 | |||||
| Annualized net income for ratio calculation (non-GAAP) |
$ | 7,841 | $ | 14,232 | ||||
| Return on average assets (GAAP) |
(0.07 | )% | 0.96 | % | ||||
| Adjusted return on average assets (non-GAAP) |
0.46 | % | 0.87 | % | ||||
| Return on average equity (GAAP) |
(0.89 | )% | 12.06 | % | ||||
| Adjusted return on average equity (non-GAAP) |
5.68 | % | 10.97 | % | ||||
| Six Months Ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Net income per GAAP |
$ | 1,868 | $ | 8,432 | ||||
| Less: items not annualized: |
||||||||
| Partnership income net of tax of ($35) and ($44) for the periods ended June 30, 2024 and 2023, respectively |
(134 | ) | (164 | ) | ||||
| Realized securities gain, net of tax of $700 for the period ended June 30, 2023 |
- | 2,632 | ||||||
| Proxy-related expense, net of tax of $165 for the period ended June 30, 2023 |
- | 619 | ||||||
| Gain on sale of investment, net of tax of ($624) for the period ended June 30, 2023 |
- | (2,347 | ) | |||||
| Gain on BOLI settlement |
- | (1,037 | ) | |||||
| ACL provision, net of tax of $271 for the period ended June 30, 2024 (1) |
1,019 | - | ||||||
| Merger-related expense, net of tax of $411 for the period ended June 30, 2024 |
2,330 | - | ||||||
| Contract termination expense, net of tax of $36 for the period ended June 30, 2024 |
137 | - | ||||||
| Total non-annualized items |
3,352 | (297 | ) | |||||
| Adjusted net income |
$ | 5,220 | $ | 8,135 | ||||
| Adjusted net income, annualized |
$ | 10,497 | $ | 16,405 | ||||
| Add: total non-annualized items |
(3,352 | ) | 297 | |||||
| Annualized net income for ratio calculation (non-GAAP) |
$ | 7,145 | $ | 16,702 | ||||
| Return on average assets (GAAP) |
0.22 | % | 1.05 | % | ||||
| Adjusted return on average assets (non-GAAP) |
0.42 | % | 1.03 | % | ||||
| Return on average equity (GAAP) |
2.74 | % | 13.40 | % | ||||
| Adjusted return on average equity (non-GAAP) |
5.21 | % | 13.16 | % | ||||
| (1) |
Upon acquisition of FCB, the Company recorded a provision for credit losses of $1,290 to establish an ACL for non-PCD loans. |
Performance Summary
The following table presents the Company’s key performance indicators for the periods indicated.
| Three Months Ended June 30, |
||||||||
| 2024 |
2023 |
|||||||
| Net Income |
$ | (306 | ) | $ | 3,901 | |||
| Return on average assets |
(0.07 | )% | 0.96 | % | ||||
| Adjusted return on average assets (1) |
0.46 | % | 0.87 | % | ||||
| Return on average equity |
(0.89 | )% | 12.06 | % | ||||
| Adjusted return on average equity (1) |
5.68 | % | 10.97 | % | ||||
| Basic net (loss) income per common share |
$ | (0.05 | ) | $ | 0.66 | |||
| Fully diluted net (loss) income per common share (2) |
$ | (0.05 | ) | $ | 0.66 | |||
| Net interest margin (1) |
2.13 | % | 2.34 | % | ||||
| Efficiency ratio (1) |
68.79 | % | 62.51 | % | ||||
| Six Months Ended June 30, 2024 |
Six Months Ended June 30, 2023 |
Twelve Months Ended December 31, 2023 |
||||||||||
| Net Income |
$ | 1,868 | $ | 8,432 | $ | 15,691 | ||||||
| Return on average assets |
0.22 | % | 1.05 | % | 0.97 | % | ||||||
| Adjusted return on average assets (1) |
0.42 | % | 1.03 | % | 0.97 | % | ||||||
| Return on average equity |
2.74 | % | 13.40 | % | 12.59 | % | ||||||
| Adjusted return on average equity (1) |
5.21 | % | 13.16 | % | 12.59 | % | ||||||
| Basic net income per common share |
$ | 0.31 | $ | 1.43 | $ | 2.66 | ||||||
| Fully diluted net income per common share (2) |
$ | 0.31 | $ | 1.43 | $ | 2.66 | ||||||
| Net interest margin (1) |
2.11 | % | 2.57 | % | 2.38 | % | ||||||
| Efficiency ratio (1) |
68.45 | % | 58.03 | % | 61.01 | % | ||||||
| (1) |
See “Non-GAAP Financial Measures” above. |
| (2) |
As of June 30, 2024, the Company had 4,839 unvested shares of restricted stock outstanding with a one year vesting period. |
Net income for the three and six months ended June 30, 2024 decreased when compared with the comparable periods of 2023, due to net interest margin compression, merger related expenses and contract termination expense. The net interest margin as well as key noninterest income and expense items are discussed below.
Net Interest Income
The following tables show interest‑earning assets and interest‑bearing liabilities, the interest earned or paid, the average yield or rate on the daily average balance outstanding, net interest income and net interest margin for the periods indicated.
| Three Months Ended June 30, |
||||||||||||||||||||||||
| 2024 |
2023 |
|||||||||||||||||||||||
| Average |
Interest |
Average |
Average |
Interest |
Average |
|||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans (1)(2)(4)(5) |
$ | 904,317 | $ | 11,423 | 5.08 | % | $ | 853,119 | $ | 9,730 | 4.57 | % | ||||||||||||
| Taxable securities (6)(7) |
629,871 | 4,239 | 2.71 | % | 654,021 | 4,066 | 2.49 | % | ||||||||||||||||
| Nontaxable securities (1)(6) |
63,819 | 459 | 2.89 | % | 65,231 | 470 | 2.89 | % | ||||||||||||||||
| Federal funds sold |
891 | 10 | 4.51 | % | - | - | - | |||||||||||||||||
| Interest-bearing deposits |
90,047 | 1,229 | 5.49 | % | 41,947 | 540 | 5.16 | % | ||||||||||||||||
| Total interest-earning assets |
$ | 1,688,945 | $ | 17,360 | 4.13 | % | $ | 1,614,318 | $ | 14,806 | 3.68 | % | ||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing demand deposits |
$ | 842,809 | $ | 5,270 | 2.51 | % | $ | 847,986 | $ | 4,115 | 1.95 | % | ||||||||||||
| Savings deposits |
174,699 | 216 | 0.50 | % | 199,606 | 199 | 0.40 | % | ||||||||||||||||
| Time deposits |
261,584 | 2,930 | 4.51 | % | 138,261 | 1,054 | 3.06 | % | ||||||||||||||||
| Borrowings |
230 | 1 | 1.75 | % | 954 | 12 | 5.05 | % | ||||||||||||||||
| Total interest-bearing liabilities |
$ | 1,279,322 | $ | 8,417 | 2.65 | % | $ | 1,186,807 | $ | 5,380 | 1.82 | % | ||||||||||||
| Net interest income and interest rate spread |
$ | 8,943 | 1.48 | % | $ | 9,426 | 1.86 | % | ||||||||||||||||
| Net interest margin |
2.13 | % | 2.34 | % | ||||||||||||||||||||
| Six Months Ended June 30, |
||||||||||||||||||||||||
| 2024 |
2023 |
|||||||||||||||||||||||
| Average |
Interest |
Average |
Average |
Interest |
Average |
|||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans (1)(3)(4)(5) |
$ | 881,304 | $ | 21,823 | 4.98 | % | $ | 854,101 | $ | 19,144 | 4.52 | % | ||||||||||||
| Taxable securities (6)(7) |
631,690 | 8,515 | 2.71 | % | 666,214 | 8,184 | 2.48 | % | ||||||||||||||||
| Nontaxable securities (1)(6) |
63,999 | 920 | 2.89 | % | 66,277 | 963 | 2.93 | % | ||||||||||||||||
| Federal funds sold |
446 | 10 | 4.51 | % | - | - | - | |||||||||||||||||
| Interest-bearing deposits |
86,385 | 2,358 | 5.49 | % | 30,892 | 768 | 5.01 | % | ||||||||||||||||
| Total interest-earning assets |
$ | 1,663,824 | $ | 33,626 | 4.06 | % | $ | 1,617,484 | $ | 29,059 | 3.62 | % | ||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing demand deposits |
$ | 832,682 | $ | 10,259 | 2.48 | % | $ | 852,264 | $ | 6,488 | 1.54 | % | ||||||||||||
| Savings deposits |
175,324 | 451 | 0.52 | % | 203,967 | 280 | 0.28 | % | ||||||||||||||||
| Time deposits |
248,127 | 5,482 | 4.44 | % | 115,093 | 1,413 | 2.48 | % | ||||||||||||||||
| Borrowings |
115 | 1 | 1.75 | % | 12,394 | 297 | 4.83 | % | ||||||||||||||||
| Total interest-bearing liabilities |
$ | 1,256,248 | $ | 16,193 | 2.59 | % | $ | 1,183,718 | $ | 8,478 | 1.44 | % | ||||||||||||
| Net interest income and interest rate spread |
$ | 17,433 | 1.47 | % | $ | 20,581 | 2.18 | % | ||||||||||||||||
| Net interest margin |
2.11 | % | 2.57 | % | ||||||||||||||||||||
| (1) |
Interest on nontaxable loans and securities is computed on a fully taxable equivalent basis using a Federal income tax rate of 21%. |
| (2) |
Included in interest income are loan fees of $55 and $66 for the three months ended June 30, 2024 and 2023, respectively. |
| (3) |
Included in interest income are loan fees of $103 and $106 for the six months ended June 30, 2024 and 2023, respectively. |
| (4) |
Nonaccrual loans are included in average balances for yield computations. |
| (5) |
Includes loans held for sale. |
| (6) |
Daily averages are shown at amortized cost. |
| (7) |
Includes restricted stock. |
Interest income and the yield on earning assets continues to grow in response to the Federal Reserve’s interest rate increases between March 2022 and July 2023. Many of the Company’s loans are adjustable with repricing dates in the future. If rates remain at the current level or do not decrease substantially, the Company expects that repricing will continue to contribute to improved interest income.
The competitive pressure for deposits that first began affecting the Company in the first quarter of 2023 and increased throughout 2023 has moderated, but continues to contribute to higher cost of funds and compressed net interest margin when results for the three and six months ended June 30, 2024 are compared with the same periods of 2023. The Company continuously monitors its deposit base and funding costs. Further information on the Company’s funds management and deposit strategy is discussed under the Deposits section below.
Noninterest Income
| Three Months Ended June 30, |
||||||||||||
| 2024 |
2023 |
Percent Change |
||||||||||
| Service charges on deposits |
$ | 722 | $ | 637 | 13.34 | % | ||||||
| Other service charges and fees |
48 | 49 | (2.04 | )% | ||||||||
| Credit and debit card fees, net |
423 | 414 | 2.17 | % | ||||||||
| Trust income |
513 | 481 | 6.65 | % | ||||||||
| BOLI income |
269 | 1,279 | (78.97 | )% | ||||||||
| Gain on sale of investment |
- | 2,971 | NM | |||||||||
| Gain on sale of mortgage loans |
58 | 55 | 5.45 | % | ||||||||
| Other income |
213 | 249 | (14.46 | )% | ||||||||
| Realized securities loss, net |
- | (3,344 | ) | NM | ||||||||
| Total noninterest income |
$ | 2,246 | $ | 2,791 | (19.53 | )% | ||||||
| Six Months Ended June 30, |
||||||||||||
| 2024 |
2023 |
Percent Change |
||||||||||
| Service charges on deposits |
$ | 1,397 | $ | 1,229 | 13.67 | % | ||||||
| Other service charges and fees |
94 | 102 | (7.84 | )% | ||||||||
| Credit and debit card fees, net |
797 | 881 | (9.53 | )% | ||||||||
| Trust income |
1,016 | 926 | 9.72 | % | ||||||||
| BOLI income |
527 | 1,518 | (65.28 | )% | ||||||||
| Gain on sale of investment |
- | 2,971 | NM | |||||||||
| Gain on sale of mortgage loans |
82 | 71 | 15.49 | % | ||||||||
| Other income |
532 | 624 | (14.74 | )% | ||||||||
| Realized securities loss, net |
- | (3,332 | ) | NM | ||||||||
| Total noninterest income |
$ | 4,445 | $ | 4,990 | (10.92 | )% | ||||||
Service charges on deposit accounts increased when the three and six months ended June 30, 2024 are compared with the comparable periods of 2023, due to changes in fee structure.
Other service charges and fees decreased when the three and six months ended June 30, 2024 are compared with the comparable periods of 2023, due to lower fees associated with letters of credit.
Credit and debit card fees, net, increased when the three months ended June 30, 2024 are compared with the comparable period of 2023, due an increase in customer use. When the six months ended June 30, 2024 and June 30, 2023 are compared, credit and debit card fees, net, decreased due to higher processing expense.
Trust income increased due to higher volume, when the three and six months ended June 30, 2024 are compared with the comparable periods of 2023. BOLI income decreased when compared over the same periods due to the settlement of a policy in the second quarter of 2023.
Other income includes revenue from investment and insurance sales, adjustments to partnership basis and other miscellaneous components. During 2023, the Company recognized an incentive payment from a vendor. These areas fluctuate with market conditions and competitive factors.
The Company also recorded a gain on the sale of an investment and a loss on the sale of securities during the second quarter of 2023. The sale of securities is discussed in more detail under the Securities section below.
Noninterest Expense
| Three Months Ended June 30, |
||||||||||||
| 2024 |
2023 |
Percent Change |
||||||||||
| Salaries and employee benefits |
$ | 4,687 | $ | 4,465 | 4.97 | % | ||||||
| Occupancy, furniture and fixtures |
561 | 411 | 36.50 | % | ||||||||
| Data processing and ATM |
886 | 879 | 0.80 | % | ||||||||
| FDIC assessment |
192 | 254 | (24.41 | )% | ||||||||
| Intangible asset amortization |
35 | - | NM | |||||||||
| Net costs of other real estate owned |
- | 4 | NM | |||||||||
| Franchise taxes |
358 | 358 | 0.00 | % | ||||||||
| Professional services |
272 | 551 | (50.64 | )% | ||||||||
| Merger-related expenses |
2,257 | - | NM | |||||||||
| Contract termination expenses |
173 | - | NM | |||||||||
| Other operating expenses |
706 | 644 | 9.63 | % | ||||||||
| Total noninterest expense |
$ | 10,127 | $ | 7,566 | 33.85 | % | ||||||
| Six Months Ended June 30, |
||||||||||||
| 2024 |
2023 |
Percent Change |
||||||||||
| Salaries and employee benefits |
$ | 9,153 | $ | 8,899 | 2.85 | % | ||||||
| Occupancy, furniture and fixtures |
1,100 | 953 | 15.42 | % | ||||||||
| Data processing and ATM |
1,753 | 1,752 | 0.06 | % | ||||||||
| FDIC assessment |
379 | 371 | 2.16 | % | ||||||||
| Intangible asset amortization |
35 | - | NM | |||||||||
| Net costs of other real estate owned |
- | 15 | NM | |||||||||
| Franchise taxes |
708 | 733 | (3.41 | )% | ||||||||
| Professional services |
512 | 1,304 | (60.74 | )% | ||||||||
| Merger-related expenses |
2,741 | - | NM | |||||||||
| Contract termination expenses |
173 | - | NM | |||||||||
| Other operating expenses |
1,335 | 1,203 | 10.97 | % | ||||||||
| Total noninterest expense |
$ | 17,889 | $ | 15,230 | 17.46 | % | ||||||
Noninterest expense increased when the three and six months ended June 30, 2024 are compared with the comparable periods of 2023. Key noninterest expense items include occupancy, furniture and fixtures, professional services, merger-related expenses, and contract termination expenses.
Occupancy, furniture and fixtures expense increased when compared with 2023 due to receipt of a one-time insurance reimbursement during 2023.
Professional services include legal and other expenses for the Company’s response to a threatened proxy contest from an activist shareholder during 2023, which amounted to $327 and $768 for the three and six months ended June 30, 2023, respectively.
During 2024, the Company recorded expenses associated with its acquisition of FCB, including executive and employee severance benefits and legal and consulting fees.
During the second quarter of 2024, the Company recorded a contract termination expense when it gave formal notification to a vendor that it intends to end its relationship in 2025.
Included in various categories of noninterest expense are expenses to manage cybersecurity risk. The cost of these measures was $94 for the three months ended June 30, 2024 and $150 for the three months ended June 30, 2023. For the six months ended June 30, 2024, the total cybersecurity expense was $184 compared to $283 for the six months ended June 30, 2023.
Income Tax
The Company’s income tax benefit for the three months ended June 30, 2024 was $177. For the three months ended June 30, 2023, the Company recorded an income tax expense of $540. For the six months ended June 30, 2024, the Company’s income tax expense was $341 and effective tax rate was 15.44%. For the six months ended June 30, 2023, the Company’s income tax expense was $1,488 and effective tax rate was 15.00%. A significant portion of the merger related expense was not tax deductible, resulting in an increase to the Company’s effective tax rate for 2024. During 2023, the Company recognized a gain on the settlement of a BOLI policy that was not taxable.
Asset Quality
Key indicators of the Company’s asset quality are presented in the following table.
| June 30, 2024 |
June 30, 2023 |
December 31, 2023 |
||||||||||
| Nonaccrual loans |
$ | 2,507 | $ | 3,075 | $ | 2,629 | ||||||
| Loans past due 90 days or more, and still accruing |
234 | 21 | 188 | |||||||||
| Other real estate owned |
- | 662 | - | |||||||||
| ACLL to loans net of unearned income and deferred fees and costs |
1.06 | % | 1.26 | % | 1.06 | % | ||||||
| Net charge-off ratio |
0.02 | % | (0.01 | )% | 0.02 | % | ||||||
| Ratio of nonperforming assets to loans, net of unearned income and deferred fees and costs, plus other real estate owned |
0.25 | % | 0.44 | % | 0.31 | % | ||||||
| Ratio of ACLL to nonperforming loans |
418.91 | % | 345.56 | % | 345.91 | % | ||||||
For information on the Company’s policies on the ACLL, please refer to the Company’s 2023 Form 10-K, Note 1: Summary of Significant Accounting Policies.
The Company’s risk analysis as of June 30, 2024 determined an ACLL of $10,502, or 1.06% of loans net of unearned income and deferred fees and costs. This compares with an allowance of $9,094 as of December 31, 2023, or 1.06% of loans. To determine the appropriate level of the ACLL, the Company considers credit risk for individually evaluated loans and for groups of loans evaluated collectively.
Individually Evaluated Loans
Individually evaluated loans were $13,471 as of June 30, 2024, a slight increase from $10,544 as of December 31, 2023. As of June 30, 2024, four individually evaluated loans were collateral dependent but were adequately collateralized and did not result in an individual allocation. The remaining individually evaluated loans were measured using the discounted cash flow method, resulting in an allocation of $644.
Collectively Evaluated Loans
Collectively evaluated loans totaled $976,427, with an ACLL of $9,858 as of June 30, 2024. At December 31, 2023, collectively evaluated loans totaled $846,631, with an allowance of $8,522.
Collectively evaluated loans are divided into classes based upon risk characteristics. Utilizing historical loss information and peer data, the Company calculates a probability of default and loss given default for each class, which is adjusted for a reasonable and supportable forecast. Cash flow projections based on each loan’s contractual terms are modified by the adjusted probability of default and loss given default for its class. Loan classes are allocated additional loss estimates based upon the Company’s analysis of qualitative factors including economic measures, asset quality indicators, loan characteristics, and changes to internal Company policies and management.
Reasonable and Supportable Forecast
The Company applies national unemployment forecasts to project cash flows. The Company determined that 12 months represents a reasonable and supportable forecast period as of June 30, 2024, and set a period of 12 months to revert to historical losses on a straight-line basis. The forecast applied at June 30, 2024 projects that unemployment will rise over the next 12 months, to a slightly higher level than the forecast applied as of December 31, 2023. The higher unemployment forecast increased the required level of the ACLL when June 30, 2024 is compared with December 31, 2023.
Qualitative Factors: Economic
The Company sources economic data pertinent to its market from the most recently available publications, including business and personal bankruptcy filings, the residential vacancy rate and the inventory of new and existing homes.
Higher bankruptcy filings indicate heightened credit risk and increase the ACLL, while lower bankruptcy filings have a beneficial impact on credit risk. Compared with data available at December 31, 2023, business bankruptcy filings remained the same while personal bankruptcy filings increased slightly.
Residential vacancy rates and housing inventory impact the Company’s residential construction customers and the consumer real estate market. Higher levels increase credit risk. The residential vacancy rate available at June 30, 2024 increased from the data incorporated into the December 31, 2023 calculation. Housing data available as of June 30, 2024 showed higher inventory than at December 31, 2023, resulting in a higher allocation.
Qualitative Factors: Asset Quality Indicators
Accruing past due loans are analyzed at the class level and compared with previous levels. Increases in past due loans indicate heightened credit risk. Accruing loans past due 30-89 days were 0.25% of total loans at June 30, 2024, an increase from 0.19% at December 31, 2023.
Qualitative Factors: Other Considerations
The Company considers other factors that impact credit risk, including the interest rate environment, the competitive, legal and regulatory environments, changes in lending policies and loan review, changes in lending management, and high risk loans.
The interest rate environment impacts variable rate loans. The Federal Reserve’s interest rate increases between March 2022 and July 2023 have increased and are expected to continue to increase payments on the Company’s variable rate loans as they reach contractual repricing dates. Higher payments may increase credit risk. The Company allocates additional reserve each time the Federal Reserve increases rates. After the rate increase has been in effect for one year, the allocation may be removed under the assumption that the impact of the change has become integrated to the portfolio. As of June 30, 2024, the Company reduced its allocation from the December 31, 2023 allocation to reflect improvement in inflationary pressures.
The competitive, legal and regulatory environments were evaluated for changes that would affect credit risk. Higher competition for loans increases credit risk, while lower competition decreases credit risk. Competition remained at similar levels to those at December 31, 2023. The legal and regulatory environments also remain in a similar posture to December 31, 2023.
Lending policies, loan review procedures and management’s experience influence credit risk. Policies and procedures remain similar to those at December 31, 2023. The Company added an allocation to account for absorption of FCB acquired loans and integration of FCB lenders.
Levels of high risk loans are considered in the determination of the level of the ACLL. A decrease in the level of high risk loans within a class decreases the required allocation for the loan class, and an increase in the level of high risk loans within a class increases the required allocation for the loan class. Total high risk loans increased from the level at December 31, 2023.
Unallocated Surplus
The unallocated surplus as of June 30, 2024 is $400, or 3.96% in excess of the calculated requirement. The unallocated surplus at December 31, 2023 was $350, or 4.00% in excess of the calculated requirement. The surplus provides some mitigation of current economic uncertainty that may impact credit risk.
Conclusion
The calculation of the appropriate level for the ACLL incorporates analysis of multiple factors and requires management’s prudent and informed judgment. The Company augmented the calculated requirement with an unallocated surplus. Based on analysis of historical indicators, asset quality and economic factors, management believes the level of ACLL is reasonable for the credit risk in the loan portfolio as of June 30, 2024.
ACL on Unfunded Commitments
The ACL on unfunded commitments was $251, or 0.14% of unfunded commitments as of June 30, 2024. The ACL on unfunded commitments was $259, or 0.16% as of December 31, 2023..
Provision for (Recovery of) Credit Losses
The provision for credit losses represents charges to earnings necessary to maintain an adequate allowance. The adequacy of the ACLL is reviewed quarterly and adjustments are made as considered necessary. The Company recorded a provision for credit losses on loans of $1,307 and a recovery of credit losses on unfunded commitments of $15 for the six months ended June 30, 2024, compared with provision for credit losses on loans of $12 for the six months ended June 30, 2023 and a recovery of $9 for unfunded commitments. Upon acquisition of FCB in June 2024, the Company recorded a provision for credit losses of $1,290 to establish an allowance on non-PCD loans.
Loan Modifications
In the ordinary course of business the Company modifies loan terms on a case-by-case basis for a variety of reasons. Modifications may include rate reductions, payment extensions of varying lengths of time, a change in amortization term or method or other arrangements. Modifications to consumer loans generally involve short-term payment extensions to accommodate specific, temporary circumstances. Modifications to commercial loans may include, but are not limited to, changes in interest rate, maturity, amortization and financial covenants.
The Company reviews modifications to determine whether the borrower is experiencing financial difficulty, including indicators of default, bankruptcy, going concern, insufficient projected cash flows and inability to obtain financing from other sources. If a modification is made to a borrower experiencing financial difficulty, the loan’s risk rating is downgraded to special mention or classified, resulting in individual evaluation for the ACLL. During the three months ended June 30, 2024, the Company modified one loan totaling $7 for a borrower who was experiencing financial difficultly. During the six months ended June 30, 2024, the Company modified two loans totaling $6,403 for borrowers who were experiencing financial difficulty. Both loans were individually evaluated for the ACLL in previous periods and as of June 30, 2024, using the discounted cash flow methodology. During the three and six months ended June 30, 2023, the Company modified one loan totaling $6,396 for a borrower who was experiencing financial difficulty. The loan was individually evaluated using the discounted cash flow methodology for the ACLL as of June 30, 2023.
Modifications for Borrowers Who Were Not Experiencing Financial Difficulty
During the three and six months ended June 30, 2024 and 2023, the Company modified loans in the normal course of business for borrowers who were not experiencing financial difficulty. During the three months ended June 30, 2024, the Company modified 216 loans totaling $21,704. During the six months ended June 30, 2024, the Company modified 432 loans totaling $43,936. During the three months ended June 30, 2023, the Company provided 194 modifications to loans totaling $11,528. For the six months ended June 30, 2023, the Company provided 395 modifications to loans totaling $42,036.
Key Assets and Liabilities
NBI’s key assets and liabilities and their change from December 31, 2023 are shown in the following table.
| June 30, 2024 |
December 31, 2023 |
Percent Change |
||||||||||
| Interest-bearing deposits |
$ | 80,477 | $ | 73,636 | 9.29 | % | ||||||
| Securities available for sale, at fair value and restricted stock |
606,948 | 619,865 | (2.08 | )% | ||||||||
| Loans, net |
978,865 | 847,552 | 15.49 | % | ||||||||
| Total assets |
1,809,216 | 1,655,370 | 9.29 | % | ||||||||
| Deposits |
1,645,052 | 1,503,972 | 9.38 | % | ||||||||
Average Balances
Year-to-date daily averages for the major balance sheet categories are as follows:
| June 30, 2024 |
December 31, 2023 |
Percent Change |
||||||||||
| Assets | ||||||||||||
| Interest-bearing deposits |
$ | 86,385 | $ | 37,660 | 129.38 | % | ||||||
| Securities available for sale, at fair value and restricted stock |
609,828 | 620,535 | (1.73 | )% | ||||||||
| Loans, net |
871,713 | 840,590 | 3.70 | % | ||||||||
| Total assets |
1,687,446 | 1,613,854 | 4.56 | % | ||||||||
| Liabilities and stockholders’ equity |
||||||||||||
| Noninterest-bearing demand deposits |
$ | 281,635 | $ | 299,748 | (6.04 | )% | ||||||
| Interest-bearing demand deposits |
832,682 | 826,112 | 0.80 | % | ||||||||
| Savings deposits |
175,324 | 195,592 | (10.36 | )% | ||||||||
| Time deposits |
248,127 | 150,395 | 64.98 | % | ||||||||
| Stockholders’ equity |
136,955 | 124,641 | 9.88 | % | ||||||||
Increased customer deposits resulted in increased investment in interest bearing deposit assets. Changes in securities, loans, deposits and stockholders’ equity are discussed below.
Securities
| June 30, 2024 |
December 31, 2023 |
Percent Change |
||||||||||
| Amortized cost |
$ | 688,796 | $ | 697,786 | (1.29 | )% | ||||||
| Unrealized loss, net |
(83,600 | ) | (79,185 | ) | (5.58 | )% | ||||||
| Securities available for sale, at fair value |
$ | 605,196 | $ | 618,601 | (2.17 | )% | ||||||
Securities available for sale are presented at fair value as of each reporting date. The fair value of bonds moves inversely to interest rate changes and expectations of interest rate changes. Most of the Company’s securities were purchased during periods prior to the Federal Reserve’s interest rate increases that began in March of 2022. The Company’s analysis of the securities portfolio determined no identifiable credit risk as of June 30, 2024 and no ACL has been recorded. Please refer to Note 1: General and Summary of Significant Accounting Policies of the 2023 Form 10-K and Note 4: Securities in Part I, Item 1 of this report for additional information on the securities portfolio.
Loans
| June 30, 2024 |
December 31, 2023 |
Percent Change |
||||||||||
| Real estate construction |
$ | 81,355 | $ | 55,379 | 46.91 | % | ||||||
| Consumer real estate |
299,310 | 241,564 | 23.91 | % | ||||||||
| Commercial real estate |
454,978 | 419,130 | 8.55 | % | ||||||||
| Commercial non real estate |
52,297 | 41,555 | 25.85 | % | ||||||||
| Public sector and IDA |
59,043 | 60,551 | (2.49 | )% | ||||||||
| Consumer non real estate |
42,915 | 38,996 | 10.05 | % | ||||||||
| Less: unearned income and deferred fees and costs |
(531 | ) | (529 | ) | (0.38 | )% | ||||||
| Loans, net of unearned income and deferred fees and costs |
$ | 989,367 | $ | 856,646 | 15.49 | % | ||||||
The increase from December 31, 2023 reflects the acquisition of FCB. The higher interest rate environment continues to restrain loan demand. The Company is positioned to make every loan that meets its underwriting standards.
Deposits
| June 30, 2024 |
December 31, 2023 |
Percent Change |
||||||||||
| Noninterest-bearing demand deposits |
$ | 296,242 | $ | 281,215 | 5.34 | % | ||||||
| Interest-bearing demand deposits |
867,899 | 821,661 | 5.63 | % | ||||||||
| Savings deposits |
176,852 | 177,856 | (0.56 | )% | ||||||||
| Time deposits |
304,059 | 223,240 | 36.20 | % | ||||||||
| Total deposits |
$ | 1,645,052 | $ | 1,503,972 | 9.38 | % | ||||||
The Company’s depositors within its market area are diverse, including individuals, businesses and municipalities. The Company does not have any brokered deposits. Depositors are insured up to the FDIC maximum of $250 thousand. Municipal deposits, which account for approximately 24% of the Company’s deposits, have additional security from bonds pledged as collateral, in accordance with state regulation. Of the Company’s non-municipal deposits, approximately 21% are uninsured.
Borrowings
The Company acquired FHLB borrowings in the FCB merger, which were repaid upon completion of the merger.
Capital Resources
| June 30, 2024 |
December 31, 2023 |
Percent Change |
||||||||||
| Common stock and additional paid in capital |
$ | 21,768 | $ | 7,404 | 194.00 | % | ||||||
| Retained earnings |
195,549 | 197,984 | (1.23 | )% | ||||||||
| Accumulated other comprehensive loss |
(68,354 | ) | (64,866 | ) | (5.38 | )% | ||||||
| Total stockholders’ equity |
$ | 148,963 | $ | 140,522 | 6.01 | % | ||||||
The increase in stockholders’ equity reflects the stock consideration issued to acquire FCB. The Company paid dividends to shareholders in June 2024.
The Company qualifies as a small bank holding company under the Federal Reserve’s Small Bank Holding Company Policy Statement, which exempts bank holding companies with less than $3 billion in assets from reporting consolidated regulatory capital ratios and from minimum regulatory capital requirements. NBB is subject to various capital requirements administered by banking agencies, including an additional capital conservation buffer in order to make capital distributions or discretionary bonus payments. Risk-based capital ratios are calculated in compliance with OCC rules based on the Basel III Capital Rules. The Bank’s ratios are well above the required minimums as of June 30, 2024. Capital ratios for NBB are shown in the following tables.
| NBB |
Regulatory Capital Minimum Ratios |
Regulatory Capital Minimum Ratios with Capital Conservation Buffer |
||||||||||
| Common Equity Tier I Capital Ratio |
16.32 | % | 4.50 | % | 7.00 | % | ||||||
| Tier I Capital Ratio |
16.32 | % | 6.00 | % | 8.50 | % | ||||||
| Total Capital Ratio |
17.19 | % | 8.00 | % | 10.50 | % | ||||||
| Leverage Ratio |
11.40 | % | 4.00 | % | 4.00 | % | ||||||
Liquidity
Liquidity measures the Company’s ability to meet its financial commitments at a reasonable cost. Demands on the Company’s liquidity include funding additional loan demand and accepting withdrawals of existing deposits. The Company has diverse liquidity sources, including customer and purchased deposits, customer repayments of loan principal and interest, sales, calls and maturities of securities, Federal Reserve discount window borrowing, short-term borrowing, and FHLB advances.
As of June 30, 2024, the Company had $297,917 of borrowing capacity from the FHLB and an unsecured federal funds line of credit with an unaffiliated bank of $10,000, with no amounts advanced against those lines. Additionally, the Company had $180,278 of unused capacity at the Federal Reserve Bank discount window. Periodically during 2023, the Company accessed FHLB borrowings. The advances were fully repaid, due to the success of the Company’s deposit strategy. As of June 30, 2024, the Company did not have purchased deposits, discount window borrowings or short-term borrowings.
The Company considers its security portfolio for typical liquidity needs, within accounting, legal and strategic parameters. Portions of the securities portfolio are pledged to meet state requirements for public funds deposits. Discount window borrowings also require pledged securities. Increased/decreased liquidity from public funds deposits or discount window borrowings results in increased/decreased liquidity from pledging requirements. The Company monitors public funds pledging requirements and unpledged available for sale securities accessible for liquidity needs.
Regulatory capital levels determine the Company’s ability to use purchased deposits and the Federal Reserve Bank discount window. As of June 30, 2024, the Company is considered well capitalized and does not have any restrictions on purchased deposits or borrowing ability at the Federal Reserve Bank discount window.
The Company monitors factors that may increase its liquidity needs. Some of these factors include deposit trends, large depositor activity, maturing deposit promotions, interest rate sensitivity, maturity and repricing timing gaps between assets and liabilities, the level of unfunded loan commitments and loan growth. As of June 30, 2024, the Company’s liquidity is sufficient to meet projected trends.
To monitor and estimate liquidity levels, the Company performs stress testing under varying assumptions on credit sensitive liabilities and the sources and amounts of balance sheet and external liquidity available to replace outflows. The Company’s Contingency Funding Plan sets forth avenues for rectifying liquidity shortfalls. As of June 30, 2024, the analysis indicated adequate liquidity under the tested scenarios.
The Company utilizes several other strategies to maintain sufficient liquidity. Loan and deposit growth are managed to keep the loan to deposit ratio within the Company’s internally-set target range. As of June 30, 2024, the loan to deposit ratio was 60.14%. The investment strategy takes into consideration the term of the investment, and securities in the available for sale portfolio are laddered based upon projected funding needs.
Off-Balance Sheet Arrangements
In the normal course of business, NBB extends lines of credit and letters of credit to its customers. Depending on their needs, customers may draw upon lines of credit at any time in any amount up to a pre-approved limit. Financial letters of credit guarantee payments to facilitate customer purchases. Performance letters of credit guarantee payment if the customer fails to complete a specific obligation.
While it would be possible for customers to fully draw on approved lines of credit and for beneficiaries to call all letters of credit, historically this has not occurred. In the event of a sudden and substantial draw on these lines, the Company would be able to access multiple options, including its lines of credit with correspondents, raising additional deposits, or selling securities available for sale or loans. The Company estimates an ACL on unfunded loan commitments under the current expected credit losses ("CECL") model.
The Company sells mortgages on the secondary market. Our agreement with the purchaser provides for strict underwriting and documentation requirements. Violation of the representations and warranties of the agreement would entitle the purchaser to recourse provisions. The Company has determined that its risk in this area is not significant because of a low volume of secondary market mortgage loans and high underwriting standards. The Company estimates a potential loss reserve for recourse provisions that is not material as of June 30, 2024. To date, no recourse provisions have been invoked. If funds were needed, the Company would access the same sources as noted above for funding lines and letters of credit. There were no material changes in off-balance sheet arrangements during the three and six months ended June 30, 2024.
Contractual Obligations
The Company had no finance lease or purchase obligations and no long-term debt at June 30, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
The Company’s management evaluated, with the participation of the Company’s principal executive officer and principal financial officer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. In conducting the evaluation of the effectiveness of its disclosure controls and procedures as of June 30, 2024, the Company has excluded the operations of FCB as permitted by the guidance issued by the Office of the Chief Accountant of the Securities and Exchange Commission (not to extend more than one year beyond the date of the acquisition or for more than one annual reporting period). The merger was completed on June 1, 2024. See "Note 2. Business Combinations" for further discussion of the merger and its impact on the Company’s consolidated financial statements.
Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective as of June 30, 2024 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the three months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected.
Other Information
There are no pending or threatened legal proceedings to which the Company or any of its subsidiaries is a party or to which the property of the Company or any of its subsidiaries is subject that, in the opinion of management, may materially impact the financial condition of the Company.
Please refer to the “Risk Factors” previously disclosed in Item 1A of the 2023 Form 10-K and the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” in Part I. Item 2 of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
| (a) |
|
| (b) | None. |
| (c) | During the fiscal quarter ended June 30, 2024, of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K). |
Index of Exhibits
| Exhibit No. |
Description |
||
| 2(i) |
(incorporated herein by reference to Exhibit 2.1 of the Form 8-K filed on January 24, 2024) |
||
| 3(i) |
Amended and Restated Articles of Incorporation of National Bankshares, Inc. |
(incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on March 16, 2006) |
|
| 3(ii) |
(incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on July 10, 2024) |
||
| 4 |
Specimen copy of certificate for National Bankshares, Inc. common stock |
(incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993) |
|
| 10 (i) |
Advisory Services Agreement, dated June 1, 2024, by and between Alan J. Sweet and National Bankshares, Inc. | Filed herewith | |
| +31(i) |
Filed herewith |
||
| +31(ii) |
Filed herewith |
||
| +32(i) |
18 U.S.C. Section 1350 Certification of Chief Executive Officer |
Filed herewith |
|
| +32(ii) |
18 U.S.C. Section 1350 Certification of Chief Financial Officer |
Filed herewith |
|
| +101 |
The following materials from National Bankshares, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 are formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith: (i) Consolidated Balance Sheets at June 30, 2024 and December 31, 2023; (ii) Consolidated Statements of (Loss) Income for the three and six months ended June 30, 2024 and 2023; (iii) Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2024 and 2023; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements. |
Filed herewith |
|
| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
Filed herewith |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL BANKSHARES, INC.
| Date: August 14, 2024 |
/s/ F. Brad Denardo |
|
| By: F. Brad Denardo Chief Executive Officer (Principal Executive Officer) |
||
| Date: August 14, 2024 |
/s/ Lora M. Jones |
|
| By: Lora M. Jones Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) |